HORACE MANN EDUCATORS CORPORATION (NYSE:HMN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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 |
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.
Conklins 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 Manns
Executive Severance Plan as amended on June 1, 2012 and Executive
Change in Control (CIC) Plan effective February 15, 2012. Horace
Manns 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 |
HMECs 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 Companys 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 |
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 Companys 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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About HORACE MANN EDUCATORS CORPORATION (NYSE:HMN)
Horace Mann Educators Corporation (HMEC) is an insurance holding company. Through its subsidiaries, HMEC markets and underwrites personal lines of property and casualty (primarily personal lines automobile and homeowners) insurance, retirement annuities (primarily tax-qualified products) and life insurance in the United States. The Company’s operating segments include Property and Casualty, Annuity, Life, and corporate and other. The Property and Casualty Segment offers private passenger automobile insurance. The Annuity Segment markets both fixed and variable annuity contracts, primarily on a tax-qualified basis. The Life Segment offers traditional term and whole life insurance products. The Company also markets its products primarily to K-12 teachers, administrators and other employees of public schools and their families. It markets and services its products through a sales force of full-time agents supported by the Company’s Customer Contact Center. HORACE MANN EDUCATORS CORPORATION (NYSE:HMN) Recent Trading Information
HORACE MANN EDUCATORS CORPORATION (NYSE:HMN) closed its last trading session up +0.20 at 38.40 with 125,605 shares trading hands.
