hmn-202305250000850141false00008501412023-05-252023-05-25
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, 2023
HORACE MANN EDUCATORS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 1-10890 | 37-0911756 |
| (State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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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| ☐ | 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: |
| Title of each class | | Trading Symbol | | Name of each exchange
on which registered |
| Common Stock, $0.001 par value | | HMN | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company 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). ☐
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. ☐
Item 5.07: Submission of Matters to a Vote of Security Holders
Horace Mann Educators Corporation’s Annual Meeting of Shareholders was held on May 24, 2023 (Annual Meeting). On the record date of March 28, 2023, there were 40,826,549 shares of Horace Mann Educators Corporation'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 | Votes | | Broker |
| Proposal No. 1 - | For | Against | Abstentions | Non-Votes |
| Election of 9 Directors: | | | | |
| Thomas A. Bradley | 38,664,420 | 76,382 | 7,267 | 451,355 |
| Victor P. Fetter | 38,716,823 | 23,978 | 7,268 | 451,355 |
| Perry G. Hines | 38,648,734 | 92,068 | 7,267 | 451,355 |
| Mark E. Konen | 38,500,380 | 240,420 | 7,269 | 451,355 |
| Beverley J. McClure | 38,273,231 | 467,347 | 7,491 | 451,355 |
| H. Wade Reece | 38,457,158 | 283,627 | 7,284 | 451,355 |
| Aaliyah A. Samuel, EdD | 38,716,341 | 24,460 | 7,268 | 451,355 |
| Elaine A. Sarsynski | 38,582,164 | 158,615 | 7,290 | 451,355 |
| Marita Zuraitis | 38,653,204 | 87,295 | 7,570 | 451,355 |
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| Votes | Votes | | Broker |
| Proposal No. 2 - | For | Against | Abstentions | Non-Votes |
| Advisory Resolution to Approve Named Executive Officers’ Compensation | 37,748,936 | | 986,233 | | 12,900 | | 451,355 | |
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Proposal No. 3(1) - | 1 Year | 2 Years | 3 Years | Abstentions |
| Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officers’ Compensation | 35,946,809 | | 2,791 | | 2,787,521 | | 10,948 | |
(1) 451,355 of Broker Non-Votes were submitted. | | | | |
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| Votes | Votes | | Broker |
| Proposal No. 4 - | For | Against | Abstentions | Non-Votes |
| Ratification of KPMG LLP, an independent registered public accounting firm, as the Company’s auditors for the year ending December 31, 2023 | 37,568,916 | | 1,626,567 | | 3,941 | | Not Applicable |
Item 9.01: Financial Statements and Exhibits
(d)Exhibits.
Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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: | /s/ Donald M. Carley |
| | Name: | Donald M. Carley |
| | Title: | Executive Vice President, General Counsel and Corporate Secretary |
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Date: May 25, 2023
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| | News release for immediate release |
Contact information:
Heather J. Wietzel
Vice President, Investor Relations and Enterprise Communications
217.788.5144
[email protected]
Horace Mann Educators Corporation announces election
of Victor P. Fetter and Dr. Aaliyah A. Samuel to its Board of Directors
Shareholders approve all Board members by more than 98% of votes cast at Annual Meeting
SPRINGFIELD, Ill., May 25, 2023 – Horace Mann Educators Corporation (NYSE:HMN) today announced the election of Victor P. Fetter and Dr. Aaliyah A. Samuel to its Board of Directors.
All Board members were approved by shareholders by more than 98% of votes cast at the Annual Meeting of Shareholders on Wednesday. Fetter and Samuel will join returning members Thomas A. Bradley, Perry G. Hines, Mark E. Konen, Beverley J. McClure, Chairman H. Wade Reece, Elaine A. Sarsynski and Horace Mann President and CEO Marita Zuraitis on the Board.
In addition, shareholders approved an advisory resolution on Named Executive Officers’ compensation and ratified the appointment of KPMG LLP as the company’s auditors for 2023 with more than 95% of votes cast. More than 92% of shareholders also recommended a one-year frequency of advisory votes on compensation.
Fetter is the Global Chief Information Officer of Fortive, a global provider of essential technologies for connected workflow solutions. He previously served as Chief Digital Officer at Vertiv, Chief Information Officer at LPL Financial and Dell’s online division.
Samuel is President and Chief Executive Officer of CASEL, a nonprofit educational organization. She also serves as a Senior Fellow at the "Center on the Developing Child" at Harvard University, an early childhood research center. She previously served as Deputy Assistant Secretary of Local, State and National Engagement at the U.S. Department of Education.
“Horace Mann will greatly benefit from our new Board members’ expertise as we leverage our leadership position in the education space to gain a larger share of the educator market,” Zuraitis said. “As our designated technology liaison, Victor will provide guidance drawing from his extensive experience in digital transformation, cybersecurity and technology risk management. As a recognized thought leader in U.S. educational policy and practice, Aaliyah will provide valuable insight into our core public educator market and how we can best meet their needs in a post-pandemic environment.”
Fetter will serve on the Board’s Audit Committee, and Samuel will serve on the Board’s Investment & Finance Committee.
About Horace Mann
Horace Mann Educators Corporation is the largest financial services company focused on helping America’s educators and others who serve the community achieve lifelong financial success. The company offers individual and group insurance and financial solutions tailored to the needs of the educator community. Founded by Educators for Educators® in 1945, the company is headquartered in Springfield, Illinois. For more information, visit horacemann.com.
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