Current Report Filing (8-k)
13 May 2016 - 4:30AM
Edgar (US Regulatory)
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 12, 2016 (May 6, 2016)
STATE AUTO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Ohio
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000-19289
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31-1324304
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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518 East Broad Street, Columbus, Ohio
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43215-3976
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (614) 464-5000
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)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 5. Corporate Governance and Management
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 5.02(f)
State Auto Financial Corporation (the
Company
) has a Long-Term Incentive Plan under which grants of cash-based performance award units (
PAUs
) are made to its Named Executive Officers (
NEOs
) and other members
of the Leadership Team. The value of a PAU is dependent upon the State Auto Groups relative performance to a peer group of other property and casualty insurers (the
LTIP Peer Group
) during a three-year performance
period. The value of the PAU awards to the NEOs for the three-year performance period ended December 31, 2015 (the
2013-2015 performance period
), was omitted from the Companys definitive Proxy Statement dated
March 24, 2016 (the
2016 Proxy Statement
) because, as of that date, the final LTIP Peer Group data for the 2013-2015 performance period was not available to the Company.
On May 6, 2016, the Companys Compensation Committee approved PAU awards for the 2013-2015 performance period for the NEOs identified in the 2016
Proxy Statement. Set forth below are the non-equity incentive compensation and total compensation for each NEO reported in the Summary Compensation Table on Page 65 of the 2016 Proxy Statement, as recalculated to include the value of the PAU awards
for the 2013-2015 performance period.
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Named Executive Officer
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Year
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Non-Equity
Incentive Plan
Compensation
($)(1)
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Total ($)
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Michael E. LaRocco
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2015
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319,576
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1,463,251
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Steven E. English
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2015
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262,455
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965,109
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Jessica E. Clark
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2015
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407,829
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1,338,122
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Clyde H. Fitch
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2015
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178,285
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774,337
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James A. Yano
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2015
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368,130
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752,583
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Kim B. Garland
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2015
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330,000
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745,742
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Robert P. Restrepo, Jr.
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2015
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559,692
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4,165,651
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Steven J. Hunckler
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2015
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211,110
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1,825,337
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(1)
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For the total 2015 non-equity incentive plan compensation, the dollar amounts shown in this column reflect the aggregate amount of the following awards earned in 2015 by each NEO under the Long-Term Incentive Plan, the
Company performance component of the LBP and the individual performance component of the LBP.
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Named Executive Officer
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Long-Term
Incentive Plan
PAU
Award ($)
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LBP
Company
Performance
Award ($)
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LBP
Individual
Performance
Award ($)
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Total
Non-Equity
Incentive Plan
Compensation
Awards ($)
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Michael E. LaRocco
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117,276
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202,300
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319,576
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Steven E. English
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60,773
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61,310
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140,372
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262,455
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Jessica E. Clark
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175,565
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58,014
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173,250
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407,829
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Clyde H. Fitch
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42,088
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48,784
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87,413
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178,285
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James A. Yano
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225,295
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92,842
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49,993
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368,130
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Kim B. Garland
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247,500
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82,500
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330,000
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Robert P. Restrepo, Jr.
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208,081
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138,530
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213,081
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559,692
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Steven J. Hunckler
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32,360
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116,187
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62,563
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211,110
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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(a)
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The Companys annual meeting of shareholders (the
2016Annual Meeting
) was held on May 6, 2016.
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(b)
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The following is a brief description and vote count on all items voted on at the 2016 Annual Meeting:
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Proposal One Election of Directors.
The following persons were elected to serve as Class I directors to hold office until the 2019 annual meeting of shareholders and until a
successor is elected and qualified, with each director nominee receiving the votes as indicated below:
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Nominee
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Shares
Voted For
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Shares Voted
Withheld
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Broker
Non-votes
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Robert E. Baker
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38,080,457
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99,331
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2,223,824
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Thomas E. Markert
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38,080,855
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98,933
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2,223,824
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Proposal Two Amendment to the Companys Code of Regulations.
This Proposal was approved with the following vote:
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Shares
Voted For
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Shares
Voted Against
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Abstentions
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Broker
Non-votes
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37,890,239
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2,492,101
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21,272
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Proposal Three Amendment to the 2009 Equity Incentive Compensation Plan
This Proposal was approved with the following vote:
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Shares
Voted For
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Shares
Voted Against
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Abstentions
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Broker
Non-votes
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37,606,157
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533,330
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40,301
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2,223,824
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Proposal Four Approval of Material Terms of the Outside Directors Restricted Share Unit Plan
This Proposal was approved with the following vote:
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Shares
Voted For
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Shares
Voted Against
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Abstentions
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Broker
Non-votes
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37,953,386
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188,256
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38,146
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2,223,824
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Proposal Five Approval of Material Terms of the One Team Incentive Plan
This Proposal was approved with the following vote:
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Shares
Voted For
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Shares
Voted Against
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Abstentions
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Broker
Non-votes
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37,719,126
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421,250
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39,412
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2,223,824
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Proposal Six - Ratification of the selection of Ernst & Young LLP as the Companys
independent registered public accounting firm for 2016.
This Proposal was approved with the following vote:
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Shares
Voted For
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Shares
Voted Against
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Abstentions
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Broker
Non-votes
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39,830,453
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517,048
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56,111
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Proposal Seven Advisory vote on compensation paid to named executive officers, as disclosed in the
proxy materials.
This Proposal was approved with the following vote:
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Shares
Voted For
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Shares
Voted Against
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Abstentions
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Broker
Non-votes
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37,945,123
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193,841
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40,824
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2,223,824
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Section 8. Other Events
At the Companys Board of Directors meeting held on May 6, 2016, the
following directors were appointed or re-appointed to the following Board committees:
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Audit Committee: Chairperson Eileen A. Mallesch, Robert E. Baker, David R. Meuse and S. Elaine Roberts
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Compensation Committee: Chairperson Robert E. Baker, David J. DAntoni, Thomas E. Markert and Eileen A. Mallesch
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Nominating and Governance Committee: Chairperson Michael J. Fiorile, David J. DAntoni, Thomas E. Markert and S. Elaine Roberts
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Investment and Finance Committee: Chairperson David R. Meuse, David J. DAntoni and Michael E. LaRocco
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Independent Committee: Chairperson Thomas E. Markert, David J. DAntoni, Eileen A. Mallesch, David R. Meuse and S. Elaine Roberts
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Risk Committee: Chairperson Michael J. Fiorile, Eileen A. Mallesch, Thomas E. Markert, and S. Elaine Roberts
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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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STATE AUTO FINANCIAL CORPORATION
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Date: May 12, 2016
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By
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/s/ Melissa A. Centers
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Senior Vice President, Secretary and General Counsel
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