KMPR 8-K
KEMPER Corp (KMPR)
8-K
2024-05-02
For: 2024-05-01
View Original
Added on
April 09, 2026
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 1, 2024
(Exact name of registrant as specified in its charter)
Commission File Number: 001-18298
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(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 | ||||||
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 1, 2024, upon approval by the shareholders at the 2024 Annual Meeting of Shareholders of Kemper Corporation, Kemper Corporation (the “Company”) adopted the Amended and Restated Kemper Corporation 2023 Omnibus Plan (the “2023 A&R Plan”). The 2023 A&R Plan increased the total number of shares of common stock authorized for issuance by 800,000 shares. A description of the material terms of the 2023 A&R Plan is set forth under the heading “Summary Description of the 2023 A&R Plan” in the Company’s proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 20, 2024, which description is hereby incorporated into this Item 5.02 by reference. The text of the 2023 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 2023 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 1, 2024 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 | 53,590,988 | 664,389 | 31,797 | 5,724,308 | ||||||||||
| George N. Cochran | 53,316,858 | 488,905 | 481,411 | 5,724,308 | ||||||||||
| Jason N. Gorevic | 53,281,469 | 954,137 | 51,568 | 5,724,308 | ||||||||||
| Lacy M. Johnson | 53,037,444 | 772,679 | 477,051 | 5,724,308 | ||||||||||
| Joseph P. Lacher, Jr. | 51,848,336 | 1,558,587 | 880,251 | 5,724,308 | ||||||||||
| Gerald Laderman | 53,852,542 | 384,467 | 50,165 | 5,724,308 | ||||||||||
| Suzet M. McKinney | 53,887,746 | 348,932 | 50,496 | 5,724,308 | ||||||||||
| Alberto J. Paracchini | 53,958,793 | 290,396 | 37,985 | 5,724,308 | ||||||||||
| Stuart B. Parker | 52,827,564 | 1,407,436 | 52,174 | 5,724,308 | ||||||||||
| Susan D. Whiting | 52,957,090 | 1,296,799 | 33,285 | 5,724,308 | ||||||||||
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 | ||||||||
| 49,933,483 | 4,243,098 | 110,593 | 5,724,308 | ||||||||
Proposal 3: Vote to approve the Company’s Amended and Restated 2023 Omnibus Plan.
A majority of shareholders voted in favor of the Company’s Amended and Restated 2023 Omnibus Plan. Vote results were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 52,197,963 | 1,985,175 | 104,036 | 5,724,308 | ||||||||
Proposal 4: Advisory vote to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024.
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 2024. Vote results were as follows:
| For | Against | Abstain | |||||||||
| 58,764,660 | 1,183,292 | 63,530 | |||||||||
Section 7 – Regulation FD
| Item 7.01. | Regulation FD Disclosure. | ||||
On May 1, 2024, the Company issued a press release announcing that its Board of Directors has separated the roles of chairman and chief executive officer and that Gerald B. Laderman has been elected as Chairman. A copy of the Company’s press release is attached as Exhibit 99.1. This exhibit is being furnished and not filed, pursuant to Instruction B.2 of Form 8-K.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit Number | Exhibit Description | ||||
| 10.1 | |||||
| 99.1 | |||||
| 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 2, 2024 | /s/ C. Thomas Evans, Jr. | ||||||||||||
C. Thomas Evans, Jr. | ||||||||||||||
Executive Vice President, Secretary and General Counsel | ||||||||||||||
 | Kemper Corporation 200 East Randolph Street Suite 3300 Chicago, IL 60601 kemper.com | ||||
| Press Release | |||||
Kemper Director Gerald Laderman Named Chairman
Succeeds Joseph P. Lacher, Jr. Who Retains CEO, President and Director Roles
CHICAGO--(BUSINESS WIRE)--Kemper Corporation (NYSE: KMPR) today announced that its Board of Directors has elected current Director Gerald Laderman to the role of Chairman of the Board, effective immediately. Laderman succeeds Joseph P. Lacher, Jr., who continues as CEO, President and Director. Stuart B. Parker will shift from Lead Director back to Director. Kemper’s decision to appoint an independent chairman was previously disclosed in the 2024 Proxy Statement.
“Gerry is a well-respected leader that has helped advance Kemper, and I couldn’t be more pleased with this appointment,” said Lacher. “His strong background, expertise and leadership acumen will further benefit the company as we move to the next chapter of the Kemper story. I look forward to continuing to work alongside Gerry in his new capacity, and know he will serve Kemper well.”
Laderman joined the Kemper board of directors in February 2020, and has served as a member of the Board’s Audit and Investment committees. His upcoming retirement will conclude nearly 35 years of experience in the airline industry, including senior leadership roles at United Airlines and Continental Airlines. Laderman has a Bachelor of Arts degree from Dartmouth College and a law degree from the University of Michigan Law School.
“I am honored to have the opportunity to serve as Kemper’s Chairman,” said Laderman. “The talent and focus of the Board and leadership team is a core strength, and the Board and I have full confidence in the strategy on which Joe and his leadership team are executing. I look forward to continuing the good work to move Kemper forward and deliver shareholder value.”
About Kemper
The Kemper family of companies is one of the nation's leading specialized insurers. With approximately $13 billion in assets, Kemper is improving the world of insurance by providing affordable and easy-to-use personalized solutions to individuals, families and businesses through its Kemper Auto and Kemper Life brands. Kemper serves over 4.9 million policies, is represented by 23,700 agents and brokers, and has 8,100 associates dedicated to meeting the ever-changing needs of its customers.
Learn more about Kemper.
Contacts | |||||
Investors: Michael Marinaccio | 312.661.4930 or [email protected] | ||||
| Media: Barbara Ciesemier | 312.661.4521 or [email protected] | ||||