UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 9, 2014
SYMETRA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-33808 | 20-0978027 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification Number) | |||
777 108th Avenue NE, Suite 1200 Bellevue, Washington | 98004 | |
| (Address of principal executive offices) | (zip code) | |
Registrant’s telephone number, including area code: (425) 256-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2014, the Company held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”). Matters voted upon by the stockholders at the Annual Meeting were the: (1) election of two Class I directors; (2)(a) approval of the Symetra Financial Corporation Annual Incentive Bonus Plan; (2)(b) approval of the Symetra Financial Corporation Equity Plan, including an amendment to extend the term of that plan until June 30, 2019; (3) approval of an advisory (non-binding) resolution on the Company’s executive compensation; and (4) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
Proposal 1
The nominees for Class I directors listed below were each elected to serve as a Class I director with a three-year term expiring in 2017.
The results were as follows for nominee: Peter S. Burgess
| Votes For | 107,144,795 | |
| Votes Against | 754,165 | |
| Abstained | 22,270 | |
| Broker Non Votes | 4,043,947 | |
The results were as follows for nominee: Robert R. Lusardi
| Votes For | 107,177,166 | |
| Votes Against | 679,817 | |
| Abstained | 64,247 | |
| Broker Non Votes | 4,043,947 | |
Proposal 2(a)
The Company’s stockholders approved the Symetra Financial Corporation Annual Incentive Bonus Plan. The results were as follows:
| Votes For | 106,623,600 | |
| Votes Against | 1,105,503 | |
| Abstained | 192,127 | |
| Broker Non Votes | 4,043,947 | |
Proposal 2(b)
The Company’s stockholders approved the Symetra Financial Corporation Equity Plan, including an amendment to extend the term of that plan until June 30, 2019. The results were as follows:
| Votes For | 106,859,444 | |
| Votes Against | 1,023,005 | |
| Abstained | 38,781 | |
| Broker Non Votes | 4,043,947 | |
Proposal 3
The Company’s stockholders approved the advisory (non-binding) resolution on the executive compensation of the Company’s Named Executive Officers as described in the Company’s 2014 Proxy Statement. The results were as follows:
| Votes For | 105,977,296 | |
| Votes Against | 1,888,900 | |
| Abstained | 55,034 | |
| Broker Non Votes | 4,043,947 | |
Proposal 4
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The results were as follows:
| Votes For | 111,670,784 | |
| Votes Against | 265,785 | |
| Abstained | 28,608 | |
| Broker Non Votes | 0 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10 | .01 | Form of Performance Unit Award Agreement Pursuant to Symetra Financial Corporation Equity Plan 2014-2016 Grant ** |
| 10 | .02 | Form of Restricted Stock Agreement Pursuant to Symetra Financial Corporation Equity Plan ** |
| 10 | .03 | Amended and Restated Annual Incentive Bonus Plan dated March 5, 2014 and effective May 9, 2014* |
| 10 | .04 | Amended and Restated Equity Plan dated March 5, 2014and effective May 9, 2014 * |
| * | Incorporated by reference to the registrant’s Definitive Proxy Statement on Schedule 14A, filed on March 26, 2014. | |
| ** | Filed Herewith | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 14, 2014 | SYMETRA FINANCIAL CORPORATION | |||||
| By: | /s/ David S. Goldstein | |||||
Name: Title: | David S. Goldstein Senior Vice President, General Counsel and Secretary | |||||