STATE AUTO FINANCIAL CORPORATION (NASDAQ:STFC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

STATE AUTO FINANCIAL CORPORATION (NASDAQ:STFC) Files An 8-K 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

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Item 5.02(f)
State Auto Financial Corporation (the “Company”) has a Long-Term
Incentive Plan, effective January 1, 2007, (“Existing LTIP”)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, 2016 (the “2014-2016 performance period”), was
omitted from the Companys definitive Proxy Statement dated March
22, 2017 (the “2017 Proxy Statement”) because, as of that date,
the final LTIP Peer Group data for the 2014-2016 performance
period was not available to the Company.
On May 4, 2017, the Companys Compensation Committee approved
PAU awards for the 2014-2016 performance period for the NEOs
identified in the 2017 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 63 of the
2017 Proxy Statement, as recalculated to include the value of the
PAU awards for the 2014-2016 performance period.
Named Executive Officer
Year
Non-Equity
Incentive Plan
Compensation
($)(1)
Total Compensation($)
Michael E. LaRocco
1,693,319
Steven E. English
78,975
967,786
Jessica E. Clark
144,179
937,805
Kim B. Garland
765,156
Paul M. Stachura
604,017
(1) For the total 2016 non-equity incentive plan
compensation, the dollar amounts shown in this column
reflect the aggregate amount of the following awards
earned by each NEO under the Existing LTIP and the One
Team Incentive Plan (the “OTIP”). Messrs. LaRocco,
Garland and Stachura were ineligible to receive PAU
compensation for the 2014-2016 performance period
because they were not employed by the Company when the
grants for these awards were made in 2014. The Company
performance component of the Leadership Bonus Plan
(“LBP”) and the individual performance component of the
LBP were replaced by OTIP in March 2016.
Named Executive Officer
Existing LTIP PAUs($)
OTIP Performance Award
Total Non-Equity Incentive Plan Compensation ($)
Michael E. LaRocco
Steven E. English
78,975
78,975
Jessica E. Clark
144,179
144,179
Kim B. Garland
Paul M. Stachura
____________________________________
>The State Auto Group refers to (1) the insurance
subsidiaries of State Auto Financial Corporation: State Auto
Property Casualty Insurance Company (“State Auto PC”), Milbank
Insurance Company (“Milbank”) and State Auto Insurance Company of
Ohio (“SAOH”) and to (2) State Automobile Mutual Insurance
Company (“State Auto Mutual”) and its insurance subsidiaries and
affiliates: State Auto Insurance Company of Wisconsin (“SAWI”),
Meridian Security Insurance Company (“Meridian”), Patrons Mutual
Insurance Company of Connecticut (“Patrons”), Rockhill Insurance
Company (“RIC”), Plaza Insurance Company (“Plaza”), American
Compensation Insurance Company (“ACIC”) and Bloomington
Compensation Insurance Company (“BCIC”).
Item 5.07
Submission of Matters to a Vote of Security Holders
(a)
The Companys annual meeting of shareholders (the “2017
Annual Meeting”) was held on May 5, 2017.
(b)
The following is a brief description and vote count on
all items voted on at the 2017 Annual Meeting:
Proposal One – Election of Directors.
The following persons were elected to serve as Class II
directors to hold office until the 2020 annual meeting
of shareholders and until a successor is elected and
qualified, with each director nominee receiving the
votes as indicated below:
Nominee
Shares Voted “For”
Shares Voted “Withheld”
Broker Non-Votes
David R. Meuse
38,097,560
323,450
2,182,166
S. Elaine Roberts
38,086,384
334,626
2,182,166
The following person was elected to serve as a Class I
director to hold office until the 2019 annual meeting
of shareholders and until a successor is elected and
qualified, with the director nominee receiving the
votes as indicated below:
Nominee
Shares Voted “For”
Shares Voted “Withheld”
Broker Non-Votes
Kym M. Hubbard
38,372,956
48,054
2,182,166
Proposal Two – To Adopt the Material Terms of the State
Auto Financial Corporation 2017 Long-Term Incentive
Plan.
The Proposal was approved with the following vote:
Shares Voted “For”
Shares Voted “Against”
Abstentions
Broker Non-Votes
37,838,725
570,282
12,003
2,182,166
Proposal Three – Ratification of the selection of Ernst
Young LLP as the Companys independent registered public
accounting firm for 2017.
The Proposal was approved with the following vote:
Shares Voted “For”
Shares Voted “Against”
Abstentions
Broker Non-Votes
40,122,076
447,388
33,712
Proposal Four – Advisory vote on compensation paid to
named executive officers, as disclosed in the proxy
materials.
The Proposal was approved with the following vote:
Shares Voted “For”
Shares Voted “Against”
Abstentions
Broker Non-Votes
38,184,409
205,771
30,830
2,182,166
Proposal Five- Advisory vote on the frequency of
conducting future advisory votes on the compensation
paid to named executive officers, as disclosed in the
proxy materials.
The Proposal for one year was approved with the following
vote:
Shares Voted For One Year
Shares Voted For Two Years
Shares Voted For Three Years
Abstentions
35,443,762
21,935
2,938,736
16,577
(c)
Not applicable.
Section 8.
Other Events
Item 8.01.
Other Events
At the Companys Board of Directors meeting held on May 5,
2017, the following directors were appointed or re-appointed to
the following Board committees:
Audit Committee: Chairperson Eileen A. Mallesch, Robert
E. Baker, Kym M. Hubbard and David R. Meuse
Compensation Committee: Chairperson Robert E. Baker,
Eileen A. Mallesch, Thomas E. Markert and S. Elaine
Roberts
Nominating and Governance Committee: Chairperson
Michael J. Fiorile, Thomas E. Markert and S. Elaine
Roberts
Investment and Finance Committee: Chairperson David R.
Meuse, Kym M. Hubbard and Michael E. LaRocco
Independent Committee: Chairperson Thomas E. Markert,
Kym M. Hubbard, Eileen A. Mallesch, David R. Meuse and
S. Elaine Roberts
Risk Committee: Chairperson Michael J. Fiorile, Thomas
E. Markert, and S. Elaine Roberts


About STATE AUTO FINANCIAL CORPORATION (NASDAQ:STFC)

State Auto Financial Corporation (State Auto Financial) is a property and casualty insurance holding company. The Company is engaged in writing personal, business and specialty insurance. Its segments include personal insurance, business insurance, specialty insurance and investment operations. Its personal insurance, business insurance and specialty insurance are known as insurance segments of the Company. It writes standard insurance covering personal exposures to individuals in the personal insurance segment. The Company writes insurance covering small-to-medium sized commercial exposures in the business insurance segment. The specialty insurance segment offers commercial coverages requiring product underwriting, claims handling and/or risk management services through a distribution channel of retail agents and wholesale brokers, which include program administrators and other sources. Its investment portfolio is managed by its subsidiary, Stateco Financial Services, Inc.

STATE AUTO FINANCIAL CORPORATION (NASDAQ:STFC) Recent Trading Information

STATE AUTO FINANCIAL CORPORATION (NASDAQ:STFC) closed its last trading session down -0.25 at 24.94 with 44,126 shares trading hands.

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