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): March 4, 2022
UNUM GROUP
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-11294 | | 62-1598430 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1 Fountain Square
Chattanooga, Tennessee 37402
(Address of principal executive offices) (Zip Code)
(423) 294-1011
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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| ☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.10 par value | | UNM | | New York Stock Exchange |
| 6.250% Junior Subordinated Notes due 2058 | | UNMA | | New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| ☐ | Emerging growth company |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2022, the Board of Directors (the “Board”) of Unum Group (the “Company”) elected Gale V. King as a director of the Company. Ms. King also was appointed to serve on the Human Capital Committee and the Risk and Finance Committee of the Board, effective May 1, 2022. The Board has affirmatively determined that Ms. King is an independent director. Ms. King was elected to fill a newly created position on the Board and will serve a term of office expiring at the Company’s 2022 Annual Meeting of Shareholders.
Ms. King served as Executive Vice President and Chief Administrative Officer of Nationwide Mutual Insurance Company from 2012 until her retirement in July 2021 after 37 years with Nationwide, including prior service as Executive Vice President, Chief Human Resources Officer from 2009 to 2012. A copy of the news release issued by the Company on March 8, 2022 announcing Ms. King’s election to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Ms. King will participate in the standard compensation arrangement for non-employee directors, including receiving a pro-rata portion of the director’s annual cash retainer and restricted stock unit award for the current board year, as described on pages 31-32 of the Company’s proxy statement filed with the Securities and Exchange Commission on April 15, 2021.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits. | The following exhibit is filed with his report: |
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| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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| Unum Group |
| (Registrant) |
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| Date: March 8, 2022 | By: | /s/ J. Paul Jullienne |
| | Name: | J. Paul Jullienne |
| | Title: | Vice President, Managing Counsel and |
| | | Corporate Secretary |
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