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) November 4, 2004
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FBL FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Iowa 1-11917 42-1411715
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
5400 University Avenue, West Des Moines, Iowa 50266
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (515) 225-5400
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
At meetings held November 4, 2004, December 16, 2004 and February 25,
2005, the Management Development and Compensation Committee (the "Committee"):
1. set the base salaries of executive officers including the
chief executive officer and next four most highly paid
executive officers (together, the "Named Executive Officers")
for 2005,
2. approved grants of stock options and restricted stock (which
included establishment of year 2007 earnings per share and
year 2007 return on equity performance goals for the
restricted stock) to employees including the Named Executive
Officers, which grants were completed January 17, 2005,
3. ratified payment of bonuses paid to employees including the
Named Executive Officers on February 1, 2005 based on
attainment of 2004 company goals,
4. set company goals for 2005 on which cash bonuses payable in
2006 will be based, and
5. revised compensation payable to directors.
BASE SALARIES FOR 2005 FOR THE NAMED EXECUTIVE OFFICERS
Name Title 2005 Base Salary
- ------------------ --------------------------------- -------------------
William J. Oddy Chief Executive Officer $650,000
James W. Noyce Chief Financial Officer and Chief $435,000
Administrative Officer
Stephen M. Morain Senior Vice President and General $428,000
Counsel
JoAnn W. Rumelhart Executive Vice President - Farm $335,000
Bureau Life
Bruce A. Trost* Executive Vice President - P/C $335,000
Companies
*Mr. Trost joined the company in November 2004 after announcement of the pending
retirement of John Tatum, who was one of the named executive officers in 2004.
STOCK OPTIONS GRANTED JANUARY 17, 2005
The Committee's annual grants of stock options to eligible participants
were effective January 17, 2005 pursuant to the 1996 Class A Common Stock
Compensation Plan. Grants were made to the Named Executive Officers in the
amounts shown below. Consistent with the plan, the options have an exercise
price of $26.35 per share, vest ratably over a five year period and expire ten
years after the date of grant.
Name Number of Options
- ------------------ -----------------
William J. Oddy 46,054
James W. Noyce 26,085
Stephen M. Morain 8,635
JoAnn W. Rumelhart 15,543
Bruce A. Trost 8,635
RESTRICTED STOCK GRANTS IN 2005
In 2005 for the second year the Committee determined to emphasize
performance results by splitting the equity awards of certain executive
officers, including the Named Executive Officers, into a stock option component
and a restricted stock component. The shares of restricted stock vest after
three years if performance criteria are met. For the grants made January 17,
2005, the Committee has set goals of earnings per share in year 2007 and year
2007 return on equity. Grants to the Named Executive Officers are as follows:
Name Shares of Restricted Stock Grant Date Value
- ------------------ -------------------------- ----------------
William J. Oddy 15,189 $399,993
James W. Noyce 8,539 $225,003
Stephen M. Morain 2,846 $ 74,992
JoAnn W. Rumelhart 5,123 $134,991
Bruce A. Trost 2,846 $ 74,992
CASH BONUSES PAID IN 2005 FOR 2004 PERFORMANCE
The Named Executive Officers are eligible to receive an annual cash
bonus as part of the Company's Management Performance Plan, based on the
achievement of performance objectives established for the prior year. The
performance objectives are company oriented and are used to determine bonuses
for all eligible employees. The Committee reviewed and ratified the payment of
the annual bonus which was made February 1, 2005 based on the achievement of
targets established for 2004. The Named Executive Officers received the
following bonuses under this plan.
Name Bonus Paid in 2005 for 2004 Performance
- ------------------ ---------------------------------------
William J. Oddy $302,454
James W. Noyce $156,516
Stephen M. Morain $112,205
JoAnn W. Rumelhart $120,568
Bruce A. Trost $ 30,789
PERFORMANCE GOALS FOR 2005
The Committee has established eight equally weighted company
performance goals for the Management Performance Plan for 2005, which include
earnings per share, Farm Bureau Life insurance production, EquiTrust Life
collected premiums, agent recruiting, life expenses, property/casualty
membership accounts, property/casualty expenses and property/casualty combined
ratio. Attainment of the goals under the Management Performance Plan is designed
to produce target bonuses to the executive officers of up to 50% of base salary
for Mr. Oddy and 40% for Mr. Noyce, Mr. Trost and Ms. Rumelhart, and 25% for Mr.
Morain, and for exceptional
performance could allow bonuses of up to 100% of base salary for Mr. Oddy, 80%
for Mr. Noyce, Mr. Trost and Ms. Rumelhart, and 50% for Mr. Morain.
DIRECTOR COMPENSATION
The Committee determined to revise the schedule of payments to
non-management directors to the following schedule:
Class A directors and Class B directors receive annual retainers of
$24,000 and $10,000, respectively, plus a fee of $1,250 for each Board meeting
attended ($500 for telephonic meetings). Members of the Audit Committee receive
$1,000 per meeting; members of the Class B Nominating Committee receive $500 per
meeting ($250 per telephonic meeting); members of the other committees receive
$1,000 per meeting ($500 per telephonic meeting). The chairperson of the
committee receives 50% more than the members. Directors may elect to receive
their fees in cash, in shares, or in deferred stock equivalent units pursuant to
the Director Compensation Plan. All directors are reimbursed for travel expenses
incurred in attending Board or committee meetings, and are reimbursed for travel
expenses of their spouse for one Board meeting per year. The non-employee
directors each annually receive nonqualified stock options to purchase 4,000
shares at the date of grant fair market value.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
10.1 Summary Sheet: Named Executive Officer Base Salaries 2005
10.2 Rules for Payment of Meeting Fees, Retainers and Expenses to the Board
of Directors
10.3 Management Performance Plan 2005
SIGNATURE
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.
FBL FINANCIAL GROUP, INC.
Date: March 18, 2005
/s/ James W. Noyce
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James W. Noyce
Chief Financial Officer and Chief
Administrative Officer