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EX-99.1 - EXHIBIT 99.1 - HORACE MANN EDUCATORS CORP /DE/v467869_ex99-1.htm

 

 

 

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: May 25, 2017

 

 

HORACE MANN EDUCATORS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware 1-10890 37-0911756
(State of incorporation) (Commission File Number)

(I.R.S. Employer

Identification No.)

 

 

1 Horace Mann Plaza, Springfield, Illinois 62715-0001

(Address of principal executive offices, including zip code)

 

Registrant's telephone number, including area code: 217-789-2500

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). ¨

 

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.¨

  

 

 

 

 

 

Forward-looking Information

 

Statements included in the accompanying press release that state Horace Mann Educators Corporation’s (the “Company”) or its management’s intentions, hopes, beliefs, expectations or predictions of future events or the Company’s future financial performance are forward-looking statements and involve known and unknown risks, uncertainties and other factors. The Company is not under any obligation to (and expressly disclaims any such obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Please refer to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2017 and the Company’s past and future filings and reports filed with the Securities and Exchange Commission for information concerning the important factors that could cause actual results to differ materially from those in forward-looking statements.

 

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 24, 2017, the Company announced the appointment of Kimberly A. Johnson as its Vice President and Controller effective May 24, 2017. Johnson will serve as the Principal Accounting Officer for the Company and report to Executive Vice President and Chief Financial Officer Bret A. Conklin. Johnson brings nearly 30 years of accounting experience to the role, including 15 years at Horace Mann, most recently as Vice President and Assistant Controller. Before coming to Horace Mann, she served in several roles at MSI Insurance and Ernst and Young, including controller, accountant and auditor. A copy of the press release reporting the foregoing is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Horace Mann Educators Corporation (“HMEC”) had an individual severance agreement with Bret Conklin, Executive Vice President & Chief Financial Officer, which was entered into on January 14, 2002 and restated on December 17, 2008 and December 28, 2011. Mr. Conklin’s individual agreement provided payments, benefits and tax gross-up provisions only if both a change in control of the Company and his actual or constructive termination of employment occurred. Notwithstanding the overall reduction in potential benefits in the event of a triggering event, effective May 23, 2017, Mr. Conklin agreed to voluntarily terminate his individual agreement with Horace Mann and replace it with Horace Mann’s Executive Severance Plan as amended on June 1, 2012 and Executive Change in Control (CIC) Plan effective February 15, 2012. Horace Mann’s Executive Severance and CIC Plans do not contain tax gross-up provisions.

 

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Item 5.07: Submission of Matters to a Vote of Security Holders

 

HMEC’s Annual Meeting of Shareholders was held on May 24, 2017 (the “Annual Meeting”). On the record date of March 28, 2017, there were 40,472,265 shares of the Company’s Common Stock issued and outstanding and entitled to be voted at the Annual Meeting. The final results of the matters submitted to a vote of security holders are shown in the table below.

 

    Votes   Votes       Broker
    For   Against   Abstentions    Non-Votes 
                 
Proposal No. 1 -                
Election of Directors:                
Daniel A. Domenech   38,264,520   434,438   5,904   889,095
Stephen J. Hasenmiller   37,064,876   1,634,062   5,924   889,095
Ronald J. Helow   38,249,769   449,169   5,924   889,095
Beverley J. McClure   37,862,899   836,923   5,040   889,095
H. Wade Reece   38,232,850   465,584   6,428   889,095
Gabriel L. Shaheen   37,843,522   855,536   5,804   889,095
Robert Stricker   38,277,619   421,319   5,924   889,095
Steven O. Swyers   38,278,312   420,626   5,924   889,095
Marita Zuraitis   38,240,760   458,576   5,526   889,095
                 
Proposal No. 2 -                
Approval of the advisory resolution to approve Named Executive Officers’ compensation   27,199,821   11,465,252   39,789   889,095

 

    1 Year   2 Years   3 Years   Abstentions
Proposal No. 3 -                

Approval of the advisory vote on the frequency of future advisory votes on Named Executive Officers’ compensation

  29,343,830   4,757   9,350,803   5,472

 

    Votes   Votes       Broker
    For   Against   Abstentions    Non-Votes 
                 
Proposal No. 4 -                
Ratification of the appointment of KPMG LLP, an independent registered public accounting firm, as the Company’s auditors for the year ending December 31, 2017   38,512,243   1,073,165   8,549  

Not

Applicable

  

Item 9.01: Financial Statements and Exhibits

 

  (d) Exhibits.
  99.1 Press release dated May 24, 2017.

 

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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.

  

  HORACE MANN EDUCATORS CORPORATION
       
       
       
  By:    /s/ Bret A. Conklin
    Name: Bret A. Conklin
    Title: Executive Vice President and Chief Financial Officer

 

Date: May 25, 2017 

 

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