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 5, 2020
Kemper Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-18298
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| DE | | 95-4255452 |
(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
200 E. Randolph Street, Suite 3300, Chicago, IL 60601
(Address of principal executive offices, including zip code)
312-661-4600
(Registrant’s telephone number, including area code)
(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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, par value $0.10 per share | KMPR | NYSE |
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). 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. ¨
Section 5. – Corporate Governance and Management.
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At its meeting on May 5, 2020, the Compensation Committee ("Committee") of the Board of Directors of Kemper Corporation ("Company") approved new forms of equity award agreements ("Award Agreements") to be used for grants under the Company's 2020 Omnibus Equity Plan. The forms of the Award Agreements are attached as Exhibits 10.1 through 10.7 to this Current Report on Form 8-K and incorporated herein by reference. Exhibit 10.1 was approved for use by the Company for grants of restricted stock units to the Company’s non-employee directors. Exhibits 10.2 through 10.7 were approved for use by the Company for grants to the Company’s employees, including its executive officers, of stock options and stock appreciation rights, restricted stock units and performance share units, respectively.
The terms and conditions of the Award Agreements are materially consistent with the terms and conditions of the forms of equity award agreements in use by the Company for grants under the Company's 2011 Omnibus Equity Plan prior to May 5, 2020, when the 2020 Omnibus Equity Plan was approved by the Company’s shareholders. The terms and conditions of such prior award agreements, including those incorporated by reference from the 2011 Omnibus Equity Plan, were previously disclosed and described in the Company’s 2020 Proxy Statement and filed as exhibits to the Company’s 2019 Annual Report on Form 10-K.
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company's Annual Meeting of Shareholders was held on Tuesday, May 5, 2020 to vote on four proposals, for which the final vote results are set forth below.
Proposal 1: Election of Directors.
Shareholders elected each of the ten nominees for director. Vote results were as follows:
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| Nominees | | For |
| | Against |
| | Abstain |
| | Broker Non-Votes |
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| Teresa A. Canida | | 47,647,442 |
| | 128,400 |
| | 52,926 |
| | 8,829,596 |
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| George N. Cochran | | 47,612,287 |
| | 135,629 |
| | 80,852 |
| | 8,829,596 |
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| Kathleen M. Cronin | | 47,486,888 |
| | 290,279 |
| | 51,601 |
| | 8,829,596 |
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| Lacy M. Johnson | | 47,479,974 |
| | 296,016 |
| | 52,778 |
| | 8,829,596 |
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| Robert J. Joyce | | 47,519,188 |
| | 228,582 |
| | 80,998 |
| | 8,829,596 |
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| Joseph P. Lacher, Jr. | | 47,659,075 |
| | 92,944 |
| | 76,749 |
| | 8,829,596 |
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| Gerald Laderman | | 47,614,484 |
| | 134,948 |
| | 79,336 |
| | 8,829,596 |
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| Christopher B. Sarofim | | 47,477,913 |
| | 270,969 |
| | 79,886 |
| | 8,829,596 |
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| David P. Storch | | 47,437,053 |
| | 313,370 |
| | 78,345 |
| | 8,829,596 |
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| Susan D. Whiting | | 47,488,163 |
| | 287,373 |
| | 53,232 |
| | 8,829,596 |
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Proposal 2: Advisory vote to ratify the selection of Deloitte & Touche LLP as the Company's independent registered
public accountant for 2020.
A majority of shareholders voted, on an advisory basis, to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accountant for 2020. Vote results were as follows:
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| | | For |
| | Against |
| | Abstain |
| | Broker Non-Votes |
| | | 55,953,438 |
| | 618,979 |
| | 85,947 |
| | — |
Proposal 3: Advisory vote to approve the compensation of the Company's Named Executive Officers.
A majority of shareholders voted, on an advisory basis, to approve the compensation of the Company's Named Executive Officers. Vote results were as follows:
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| | | For |
| | Against |
| | Abstain |
| | Broker Non-Votes |
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| | | 46,173,569 |
| | 1,451,073 |
| | 204,126 |
| | 8,829,596 |
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Proposal 4: Vote to approve the Company's 2020 Omnibus Equity Plan.
A majority of shareholders voted, in favor of the Company's 2020 Omnibus Equity Plan. Vote results were as follows:
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| | | For |
| | Against |
| | Abstain |
| | Broker Non-Votes |
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| | | 45,651,727 |
| | 1,953,018 |
| | 224,023 |
| | 8,829,596 |
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Section 9. – Financial Statements and Exhibits.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit Number | Exhibit Description |
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| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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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| | | | | Kemper Corporation |
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| Date: | May 11, 2020 | | | /s/ C. Thomas Evans, Jr. |
| | | | | C. Thomas Evans, Jr. |
| | | | | Executive Vice President, Secretary & General Counsel |
