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

SYMETRA FINANCIAL CORPORATION

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)

(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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02(f) Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2010, the Compensation Committee of the Board of Directors (“Compensation Committee”) of Symetra Financial Corporation (“Symetra”) made certain compensation-related decisions for purposes of Symetra’s Annual Incentive Bonus Plan and the 2007-2009 cycle under Symetra’s Performance Share Plan. Based on these decisions, the Compensation Committee approved payment amounts for each of the Symetra executive officers named in the compensation-related tables for 2009 (collectively, the “Named Executive Officers”) set forth in Symetra’s Registration Statement on Form S-1 (Registration No. 333-162344), as amended, at the time it became effective on January 21, 2010 (the “Registration Statement”), and the related final prospectus (the “Prospectus”) filed by Symetra with the Securities and Exchange Commission on January 22, 2010. Such tables did not reflect these payment amounts because, at the time the Registration Statement became effective (such time, the “Effective Time”), the relevant decisions had not yet been made.

The following is a description of 2009 compensation information of Symetra’s Named Executive Officers based on the Compensation Committee’s decisions made on March 4, 2010:

Annual Incentive Bonus Plan

The Compensation Committee determined that the growth in Symetra’s intrinsic business value per share during 2009 was below the threshold of 10%, so the pool under the Annual Incentive Bonus Plan was not funded. However, the Compensation Committee determined to fund a discretionary bonus pool outside of the Annual Incentive Bonus Plan at 60% for bonuses to be paid in March 2010. The level of funding for this discretionary bonus pool was based on the Compensation Committee’s evaluation of Symetra’s operating performance for 2009. The Compensation Committee approved payouts under this bonus pool to certain Named Executive Officers based on each executive’s individual performance during 2009. The total amounts of these bonus pool payouts for Mr. Talbot, Ms. Meister, Mr. Lindsay and Ms. Davies are set forth in the Summary Compensation Table below. These amounts are 100% of the target bonus levels associated with the Annual Incentive Bonus Plan for Mr. Talbot, Ms. Meister, Mr. Lindsay and Ms. Davies.

2007-2009 Cycle under the Performance Share Plan

The Compensation Committee determined that the compound annualized growth in Symetra’s intrinsic business value per share during the 2007-2009 cycle was below the threshold performance level of 10%. However, the Compensation Committee determined to modify the terms of the Performance Share Plan for the 2007-2009 cycle so that the payout would be based on the annualized growth of modified operating return on equity from 2007 through 2009. Modified operating return on equity for a year equals modified operating income for such year divided by Symetra’s adjusted book value as of the first day of such calendar year. Modified operating income equals net income minus realized gains/(losses), hedge and private equity fund investment income and investment income related to our equity investments plus 30 year “A” Bond investment income substituted for equities/hedge and private equity fund performance (valued quarterly) and net investment gains/(losses) on fixed index annuity (FIA) options. With respect to each of the Named Executive Officers, the Compensation Committee approved a 75.6% performance percentage based on the revised performance metrics. The amounts of these payouts are set forth in the Summary Compensation Table below.

2009 Sales Incentive Plan for Mr. McCormick

The total 2009 incentive compensation under Symetra’s 2009 Sales Incentive Plan for Mr. McCormick is set forth in the Summary Compensation Table below. This amount is 96% of the 2009 Sales Incentive Plan goal for Mr. McCormick.

Updates to Table from the Registration Statement and Prospectus

The table set forth below was included in the Registration Statement and Prospectus, but it has been updated to include information that was not calculable as of the Effective Time. New figures have been indicated by bold italics. The table presents compensation earned during 2008 and 2009 by the Named Executive Officers.

Summary Compensation Table
2009 Fiscal Year

																		Non-Equity
																		Incentive
														Stock				Plan				All Other				Total
						Salary				Bonus				Awards				Compensation				Compensation				Compensation
Name and Principal Position		Year				($)				($) (2)				($) (3)				($) (4)				($) (5)				($)
Randall H. Talbot			2009				525,000				3,325,137				984,532								15,267				4,849,936
President and Chief Executive Officer			2008				525,000				2,131,403								—				14,461				2,670,864
Margaret A. Meister			2009				300,000				1,040,291				103,201								15,024				1,458,516
Executive Vice President and Chief Financial Officer			2008				295,962				535,451								—				14,173				845,586
Richard J. Lindsay			2009				285,000				429,408				—								15,008				729,416
Senior Vice President, Life & Annuities			2008				285,000				293,595								—				14,159				592,754
Patrick B. McCormick			2009				200,000				290,367				—				229,635				15,046				735,048
Senior Vice President, Sales and Distribution			2008				200,000				354,837								—				14,225				569,062
Jennifer V. Davies (1)			2009				235,000				418,908				—								9,238				663,146
Senior Vice President, Enterprise Development

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 9, 2010