8-K

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 (Date of earliest event reported): May 7, 2025

Kemper Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-18298

DE	95-4255452
(State or other jurisdiction<br>of incorporation)	(IRS Employer<br>Identification No.)

200 E. Randolph Street, Suite 3300, Chicago, IL 60601

(Address of principal executive offices, including zip code)

312-661-4600

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 (see General Instruction A.2.below):

| ☐ | 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(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	KMPR	NYSE
5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062	KMPB	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

Emerging Growth Company	☐

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.    ¨

Section 5 – Corporate Governance and Management

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective May 7, 2025, upon approval by the shareholders at the 2025 Annual Meeting of Shareholders of Kemper Corporation, Kemper Corporation, a Delaware corporation (the “Company”), adopted the Second Amended and Restated Kemper Corporation 2023 Omnibus Plan (the “Second A&R Plan”). The Second A&R Plan increased the total number of shares of common stock authorized for issuance by 625,000 shares. A description of the material terms of the Second A&R Plan is set forth under the heading “Summary Description of the Second A&R Plan” in the Company’s proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 26, 2025, which description is hereby incorporated into this Item 5.02 by reference. The text of the Second A&R Plan is set forth in Appendix B to the Proxy Statement, which text is hereby incorporated into this Item 5.02 by reference. The Second A&R Plan is also incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07.	Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of the Company was held on Wednesday, May 7, 2025 to vote on four (4) proposals, for which the final vote results are set forth below.

Proposal 1: Election of Directors.

Shareholders elected each of the ten (10) nominees named in the Proxy Statement for director. Vote results were as follows:

Nominees	For	Against	Abstain	Broker Non-Votes
Teresa A. Canida	50,501,070	334,592	62,952	7,194,398
George N. Cochran	49,710,089	1,121,444	67,081	7,194,398
Jason N. Gorevic	50,037,680	800,590	60,344	7,194,398
Lacy M. Johnson	49,942,823	878,537	77,254	7,194,398
Joseph P. Lacher, Jr.	49,407,713	344,900	1,146,001	7,194,398
Gerald Laderman	50,341,620	496,061	60,933	7,194,398
Suzet M. McKinney	50,204,822	627,575	66,217	7,194,398
Alberto J. Paracchini	50,445,556	392,237	60,821	7,194,398
Stuart B. Parker	50,473,713	364,579	60,322	7,194,398
Susan D. Whiting	49,971,604	855,570	71,440	7,194,398

Proposal 2: Advisory vote to approve the compensation of the Company’s Named Executive Officers.

A majority of shareholders voted, on an advisory basis, to approve the compensation of the Company’s Named Executive Officers. Vote results were as follows:

For	Against	Abstain	Broker Non-Votes
41,560,104	9,178,483	160,027	7,194,398

Proposal 3: Vote to approve the Company’s Second Amended and Restated 2023 Omnibus Plan.

A majority of shareholders voted in favor of the Company’s Second Amended and Restated 2023 Omnibus Plan. Vote results were as follows:

For	Against	Abstain	Broker Non-Votes
49,070,285	1,616,260	212,069	7,194,398

Proposal 4: Advisory vote to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025.

A majority of shareholders voted, on an advisory basis, to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025. Vote results were as follows:

For	Against	Abstain
56,743,856	1,240,522	108,634

Section 9 – Financial Statements and Exhibits

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Description
10.1	Second Amended and Restated Kemper Corporation 2023 Omnibus Plan (incorporated by reference from Appendix B to the Proxy Statement filed on March 26, 2025)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

		Kemper Corporation
Date:	May 8, 2025	/s/    C. Thomas Evans, Jr.
		C. Thomas Evans, Jr.
		Executive Vice President, Secretary and General Counsel