Assurant, Inc. (NYSE:AIZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On May11, 2017, Assurant, Inc. (the Company) held its 2017
annual meeting of stockholders (the Annual Meeting) and the
stockholders of the Company approved the adoption of the
Assurant, Inc. 2017 Long Term Equity Incentive Plan (the 2017
ALTEIP).
A summary of the 2017 ALTEIP was included as Proposal Five in the
Companys proxy statement filed with the Securities and Exchange
Commission on March24, 2017 (the Proxy Statement) and is
incorporated by reference herein. The summary of the 2017 ALTEIP
is qualified in its entirety by reference to the full text of the
2017 ALTEIP, which is filed as Exhibit 10.1 and is incorporated
by reference herein.
Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
As described in the Proxy Statement, the Board of Directors of
the Company (the Board) approved amendments to the Amended and
Restated By-laws of the Company (the By-laws), effective upon
stockholder approval of the amendment to the Companys certificate
of incorporation (the Charter), which was received at the Annual
Meeting, to eliminate two-thirds supermajority voting
requirements. A supermajority vote of two-thirds of the Companys
outstanding common stock was required to alter, amend or repeal
certain sections of the By-laws and the amendments to the By-laws
reduce the supermajority voting threshold to a simple majority of
shares of common stock outstanding.
In addition, on May12, 2017, the Board approved amendments to the
By-laws implementing proxy access with enhanced advance notice
provisions. The amendments permit a stockholder, or a group of up
to 20 stockholders, owning at least 3% of the Companys
outstanding common stock continuously for a period of at least
three years to nominate and include in the Companys proxy
materials for its annual meeting of stockholders director
nominees constituting up to the greater of two or 20% of the
Board, provided that the stockholder(s) and nominee(s) satisfy
the specified requirements. The By-laws were also amended to make
certain clarifications and refinements to the advance notice
provisions and implement certain other technical and
administrative changes.
The foregoing summary of the amendments to the By-laws is qualified in its
entirety by reference to the text of the By-laws, as amended,
which is filed as Exhibit 3.2 and incorporated by reference
herein.
Item5.07.
Submission of Matters to a Vote of Security
Holders.
At the Annual
Meeting, the Companys stockholders (1)elected each of the
nominees listed below to the Companys Board to serve until the
2018 Annual Meeting or until their respective successors are
elected and qualified, (2)ratified the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for fiscal year 2017, (3) approved, by
non-binding advisory vote, the 2016 compensation paid to the
Companys named executive officers, (4)cast a non-binding advisory
vote for an annual frequency of the advisory vote on executive
compensation, (5)approved the Assurant, Inc. 2017 Long Term
Equity Incentive Plan and (6)approved an amendment to the
Companys Charter eliminating supermajority voting requirements.
The amended Charter is filed as Exhibit 3.1.
In accordance with
the results on the frequency of the advisory vote on executive
compensation in Proposal Four, the Company has decided that,
until the next required vote on the frequency of voting on
executive compensation, it will include an advisory vote on
executive compensation in its proxy materials every year.
The following is a
summary of the votes cast, as well as the number of abstentions
and broker non-votes, as to each proposal, including a separate
tabulation with respect to each nominee for director.
Proposal1:
Election of Directors.
| Nominees: | Votes For | VotesAgainst | Abstentions | BrokerNon-Votes | ||||||||||||
|
Elaine D. Rosen |
46,954,646 | 571,043 | 71,994 | 2,865,519 | ||||||||||||
|
Howard L. Carver |
45,888,996 | 1,633,440 | 75,247 | 2,865,519 | ||||||||||||
|
Juan N. Cento |
46,681,460 | 844,171 | 72,052 | 2,865,519 | ||||||||||||
|
Alan B. Colberg |
46,958,042 | 564,684 | 74,957 | 2,865,519 | ||||||||||||
|
Elyse Douglas |
47,469,318 | 52,981 | 75,384 | 2,865,519 | ||||||||||||
|
Lawrence V. Jackson |
46,971,453 | 550,782 | 75,448 | 2,865,519 | ||||||||||||
|
Charles J. Koch |
46,486,950 | 1,013,485 | 97,248 | 2,865,519 | ||||||||||||
|
Jean-Paul L. Montupet |
45,497,618 | 2,019,346 | 80,719 | 2,865,519 |
|
Paul J. Reilly |
47,470,898 | 54,223 | 72,562 | 2,865,519 | ||||||||||||
|
Robert W. Stein |
47,434,165 | 90,983 | 72,535 | 2,865,519 |
Proposal
2: Ratification of Appointment of PricewaterhouseCoopers LLP as
the Companys Independent Registered Public Accounting Firm for
Fiscal Year 2017.
| Votes For | VotesAgainst | Abstentions | BrokerNon-Votes | |||
| 49,469,979 | 954,520 | 38,703 |
Proposal
3: Non-binding Advisory Vote on the 2016 Compensation of the
Companys Named Executive Officers.
| VotesFor | VotesAgainst | Abstentions | BrokerNon-Votes | |||
| 45,077,107 | 2,403,650 | 116,926 | 2,865,519 |
Proposal
4: Non-binding Advisory Vote on the Frequency of the Advisory
Vote on Executive Compensation.
| 1 Year | 2 Years | 3 Years | Abstentions | |||
| 41,695,242 | 13,700 | 5,872,316 | 16,425 |
Proposal
5: Approval of the Assurant, Inc. 2017 Long Term Equity Incentive
Plan
| VotesFor | VotesAgainst | Abstentions | BrokerNon-Votes | |||
| 44,554,383 | 2,912,015 | 131,285 | 2,865,519 |
Proposal
6: Amendment to the Companys Charter to Eliminate Supermajority
Voting Requirements
| VotesFor | VotesAgainst | Abstentions | BrokerNon-Votes | |||
| 47,327,811 | 193,091 | 76,781 | 2,865,519 |
Item9.01.
Financial Statements and Exhibits
| Exhibit3.1. | Amended and Restated Certificate of Incorporation | |
| Exhibit 3.2. | Amended and Restated By-laws | |
| Exhibit10.1. | Assurant, Inc. 2017 Long Term Equity Incentive Plan |
About Assurant, Inc. (NYSE:AIZ)
Assurant, Inc. is a provider of specialty protection products and related services. The Company’s segments include Assurant Solution, Assurant Specialty Property and Corporate & Other. The Assurant Solutions segment provides mobile device protection products and services; debt protection administration; credit insurance; extended service products and related services for consumer electronics, appliances and vehicles, and offers pre-funded funeral insurance. The Assurant Specialty Property segment provides lender-placed homeowners insurance; property preservation and valuation services; flood insurance; renters insurance and related products, and manufactured housing homeowners insurance. The Corporate & Other segment includes activities of the holding company, financing and interest expenses, net realized gains (losses) on investments and interest income earned from short-term investments held. Assurant, Inc. (NYSE:AIZ) Recent Trading Information
Assurant, Inc. (NYSE:AIZ) closed its last trading session down -0.60 at 102.05 with 407,676 shares trading hands.