8-K
Horace Mann Educators Corp /De/ (HMN)
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 26, 2020
HORACE MANN EDUCATORS CORPORATION
(Exact name of registrant as specified in its charter)
| 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| --- | --- | --- |
| Title of each class | Trading Symbol | Name of each exchange<br>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. ☐
Forward-looking Information
Statements included in the accompanying press release that state Horace Mann Educators Corporation's (the "Company") or its management's intentions, hopes, beliefs, expectations or predictions of future events or the Company's future financial performance are forward-looking statements and involve known and unknown risks, uncertainties and other factors. The Company is not under any obligation to (and expressly disclaims any such obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements. Please refer to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020 and the Company's past and future filings and reports filed with the Securities and Exchange Commission for information concerning the important factors that could cause actual results to differ materially from those in forward-looking statements.
| Item 5.07: | Submission of Matters to a Vote of Security Holders |
|---|
HMEC’s Annual Meeting of Shareholders was held on May 20, 2020 (the "Annual Meeting"). On the record date of March 24, 2020, there were 41,277,498 shares of the Company'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.
| Votes | Votes | Broker | ||
|---|---|---|---|---|
| For | Against | Abstentions | Non-Votes | |
| Proposal No. 1 - | ||||
| Election of 9 Directors: | ||||
| Mark S. Casady | 39,225,958 | 35,822 | 2,120 | 677,932 |
| Daniel A. Domenech | 39,176,580 | 85,201 | 2,119 | 677,932 |
| Perry G. Hines | 39,225,421 | 35,660 | 2,819 | 677,932 |
| Mark E. Konen | 39,237,831 | 23,951 | 2,118 | 677,932 |
| Beverley J. McClure | 39,078,416 | 184,140 | 1,344 | 677,932 |
| H. Wade Reece | 39,175,126 | 86,620 | 2,154 | 677,932 |
| Robert Stricker | 39,237,811 | 23,971 | 2,118 | 677,932 |
| Steven O. Swyers | 39,210,727 | 51,019 | 2,154 | 677,932 |
| Marita Zuraitis | 39,225,074 | 38,135 | 691 | 677,932 |
| Proposal No. 2 - | ||||
| Advisory resolution to approve Named Executive Officers’ Compensation | 38,758,012 | 467,127 | 38,761 | 677,932 |
| Proposal No. 3 - | ||||
| Ratification of KPMG LLP, an independent registered public accounting firm, as the Company’s auditors for the year ending December 31, 2020 | 38,577,329 | 1,362,646 | 1,857 | Not Applicable |
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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.
| HORACE MANN EDUCATORS CORPORATION | ||
|---|---|---|
| By: | /s/ Donald M. Carley | |
| Name: | Donald M. Carley | |
| Title: | Executive Vice President, General Counsel | |
| and Corporate Secretary |
Date: May 26, 2020
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