hmn-20220526

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, 2022

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
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 news release that state Horace Mann Educators Corporation’s (Company) or its management’s intentions, hopes, beliefs, expectations or predictions of future events or the Company’s future financial performance are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to 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 most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q 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: Results of Operations and Financial Condition

Horace Mann Educators Corporation’s Annual Meeting of Shareholders was held on May 25, 2022 (Annual Meeting). On the record date of March 30, 2022, there were 41,379,157 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.


	Votes	Votes		Broker
	For	Against	Abstentions	Non-Votes
Proposal No. 1 -
Election of 9 Directors:
Thomas A. Bradley	38,586,585	231,847	4,845	556,327
Mark S. Casady	38,656,732	161,700	4,845	556,327
Daniel A. Domenech	38,331,512	486,904	4,861	556,327
Perry G. Hines	38,441,666	376,766	4,845	556,327
Mark E. Konen	38,399,832	418,599	4,846	556,327
Beverley J. McClure	38,331,896	486,740	4,641	556,327
H. Wade Reece	38,331,346	487,017	4,914	556,327
Elaine A. Sarsynski	38,418,824	400,013	4,440	556,327
Marita Zuraitis	38,638,545	180,252	4,480	556,327

Proposal No. 2 -
Advisory Resolution to Approve Named Executive Officers’ Compensation	37,657,006	1,160,231	6,040	556,327

Proposal No. 3 -
Ratification of KPMG LLP, an independent registered public accounting firm, as the Company’s auditors for the year ending December 31, 2022	37,782,272	1,593,476	3,856	Not Applicable

Item 8.01: Other Events

On May 25, 2022, Horace Mann Educator Corporation’s Board of Directors authorized a share repurchase program allowing repurchases of up to $50 million to begin following the completion of the current $50 million repurchase plan which was authorized on September 30, 2015. Both share repurchase programs authorize the repurchase of Horace Mann Educator Corporation’s common shares in open market or privately negotiated transactions, from time to time, depending on market conditions. The share repurchase programs do not have expiration dates and may be limited or terminated at any time without notice.

Item 9.01: Financial Statements and Exhibits

(d)Exhibits.

Exhibit 99.1 News release dated May 2 5, 2022 .

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.


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, 2022

Exhibit 99.1


						News release for immediate release

Contact information:
Heather J. Wietzel
Vice President, Investor Relations and Enterprise Communications
217.788.5144
[email protected]

Horace Mann Board of Directors authorizes new $50 million share repurchase program

Reiterates commitment to using capital to enhance shareholder returns; declares regular quarterly dividend

SPRINGFIELD, Ill., May 25, 2022 – Horace Mann Educators Corporation (NYSE:HMN) today announced its Board of Directors has authorized a new share repurchase program of up to $50 million. Under programs authorized in 2011 and 2015, through May 24, the company had repurchased a total of $95.5 million since 2011. Repurchase of 226,640 shares between April 1 and May 24 brought 2022 year-to-date repurchases to $10.8 million, nearly completing the prior authorizations. Key transactions in recent years have more than doubled the company’s capital generating capacity.

“Horace Mann remains committed to driving long-term shareholder value creation,” said Horace Mann President and CEO Marita Zuraitis. “Today, whether educators are receiving benefits through work; buying solutions from a trusted, local advisor; or using our convenient direct channels — Horace Mann can help them achieve lifelong financial success. Beginning in 2023, we are targeting 10% average annual EPS growth and sustained double-digit ROEs, driven by our profitable growth.

“As the result, we now expect to generate more than $50 million in excess capital each year. This is in addition to the more than $50 million in cash dividends we already pay annually,” Zuraitis added. “While executing on our strategic growth initiatives remains the top priority of our capital management plan, this sizeable authorization shows our commitment to opportunistically repurchasing shares to create value for shareholders.”

The company also announced that the Board had declared a regular quarterly cash dividend of $0.32 per share, payable on June 30, 2022, to shareholders of record as of June 15, 2022. In March 2022, the Board had increased the quarterly cash dividend rate by 3.2% to an indicated annual dividend of $1.28 per share.

Under the repurchase authorization, the company may repurchase, from time to time, common stock in amounts, at prices and at such times as the company deems appropriate, subject to market conditions and other considerations. Repurchases may be executed using open market purchases, privately negotiated transactions, accelerated repurchase programs or other transactions. The company is not required to purchase any specific number of shares or to make purchases by any certain date under this program. The company may establish trading plans under the Securities and Exchange Commission's rule 10b5-1 that will provide additional flexibility as it buys back its stock.

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.

Safe Harbor Statement and Non-GAAP Measures

Statements included in this news release that are not historical in nature are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties. Horace Mann 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. Please refer to the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 and the company’s past and future filings and reports filed with the Securities and Exchange Commission (SEC) for information concerning important factors that could cause actual results to differ materially from those in forward-looking statements. Information contained in this news release include measures which are based on methodologies other than accounting principles generally accepted in the United States of America (GAAP). Reconciliations of non-GAAP measures to the closest GAAP measures are contained in the Appendix to the Investor Supplement and additional descriptions of the non-GAAP measures are contained in the Glossary of Selected Terms included as an exhibit to the company’s SEC filings.

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