Current Report Filing (8-k)
06 August 2021 - 7:04AM
Edgar (US Regulatory)
8/4/20210000860748false--12-3100008607482021-08-042021-08-04
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): August 4, 2021
Kemper Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-18298
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DE
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95-4255452
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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200 E. Randolph Street, Suite 3300, Chicago, IL 60601
(Address of principal executive offices, including zip code)
312-661-4600
(Registrant’s telephone number, including area 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 (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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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.10 per share
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KMPR
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NYSE
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging Growth Company
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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. ¨
Section 5. – Corporate Governance and Management
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On August 4, 2021, the Board of Directors (the “Board”) of Kemper Corporation (the “Company”) adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately. The Amended and Restated Bylaws, among other things:
•Eliminate the default date for the annual meeting of stockholders;
•Clarify that the Board may postpone, reschedule or cancel any annual or special meeting of stockholders;
•Permit the Chairman of the Board or the Chief Executive Officer to designate inspectors of elections;
•Clarify the powers of the chair of stockholder meetings;
•Enhance procedural mechanics in connection with stockholder nominations of directors and submission of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) at stockholder meetings;
•Change the window for stockholder nominations and proposals with respect to an annual meeting from 60 to 90 days prior to the first anniversary of the preceding annual meeting to 90 to 120 days prior to the first anniversary of the preceding annual meeting;
•Provide procedures for stockholder nominations at special meetings of stockholders where directors are to be elected pursuant to the Company’s notice of meeting;
•Provide for the selection of a Lead Director by and from the independent directors if the Chairman of the Board is not an independent director;
•Permit the calling of special meetings of the Board by the Lead Director (or the Chairman of the Board, Chief Executive Officer or President) and on shorter than one day’s notice if the person(s) calling the meeting deem necessary or appropriate under the circumstances; and
•Permit the Chief Executive Officer to remove any assistant officer appointed by the Chief Executive Officer.
The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Section 9. – Financial Statements and Exhibits.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Exhibit Description
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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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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Kemper Corporation
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Date:
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August 5, 2021
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/s/ C. Thomas Evans, Jr.
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C. Thomas Evans, Jr.
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Executive Vice President, Secretary & General Counsel
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