Current Report Filing (8-k)
26 May 2017 - 7:33AM
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:
May 25, 2017
HORACE
MANN EDUCATORS CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
1-10890
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37-0911756
|
(State
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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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:
¨
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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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¨
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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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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:
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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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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.
Item
5.07:
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Submission
of Matters to a Vote of Security Holders
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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.
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Votes
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Votes
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Broker
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For
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Against
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Abstentions
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Non-Votes
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Proposal
No. 1 -
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Election
of Directors:
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Daniel
A. Domenech
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38,264,520
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434,438
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5,904
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889,095
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Stephen
J. Hasenmiller
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37,064,876
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1,634,062
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5,924
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889,095
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Ronald
J. Helow
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38,249,769
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449,169
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5,924
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889,095
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Beverley
J. McClure
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37,862,899
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836,923
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5,040
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889,095
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H.
Wade Reece
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38,232,850
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465,584
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6,428
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889,095
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Gabriel
L. Shaheen
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37,843,522
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855,536
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5,804
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889,095
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Robert
Stricker
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38,277,619
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421,319
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5,924
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889,095
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Steven
O. Swyers
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38,278,312
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420,626
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5,924
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889,095
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Marita
Zuraitis
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38,240,760
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458,576
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5,526
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889,095
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Proposal
No. 2 -
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Approval
of the advisory resolution to approve Named Executive Officers’ compensation
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27,199,821
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11,465,252
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39,789
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889,095
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1
Year
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2
Years
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3
Years
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Abstentions
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Proposal
No. 3 -
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Approval
of the advisory vote on the frequency of future advisory votes on Named Executive Officers’
compensation
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29,343,830
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4,757
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9,350,803
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5,472
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Votes
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Votes
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Broker
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For
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Against
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Abstentions
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Non-Votes
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Proposal
No. 4 -
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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
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38,512,243
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1,073,165
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8,549
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Not
Applicable
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Item
9.01:
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Financial
Statements and Exhibits
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99.1
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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.
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HORACE
MANN EDUCATORS CORPORATION
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By:
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/s/
Bret A. Conklin
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Name:
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Bret
A. Conklin
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Title:
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Executive
Vice President and Chief Financial Officer
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Date:
May 25, 2017
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