KEMPER Corp 8-K, filed Feb 3, 2023
KEMPER Corp (KMPR)
8-K
2023-02-03
For: 2023-02-01
View Original
Added on
April 09, 2026
About this 8-K
KEMPER Corp filed this 8-K on February 3, 2023, reporting on events of February 1, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): February 1, 2023
(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. | ||||
On February 1, 2023, the Board of Directors (“Board”) of Kemper Corporation (“Company”) elected Alberto J. Paracchini to the Board to serve as a non-employee director and appointed him to the Audit and Risk Committees of the Board, in each case effective as of February 1, 2023.
Mr. Paracchini will be entitled to participate in the Company’s non-employee director compensation program and to receive an indemnification agreement from the Company, the terms of which are described in the Director Compensation section of the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders on file with the Securities and Exchange Commission (“SEC”).
There are no arrangements or understandings with Mr. Paracchini pursuant to which he was selected as a director of the Company and there are no transactions involving Mr. Paracchini or any of his immediate family members that are subject to disclosure by the Company under Item 404(a) of SEC Regulation S-K.
In addition, on February 1, 2023, Robert J. Joyce notified the Board that he will not stand for re-election at the Company’s 2023 Annual Meeting of Shareholders. He will continue to serve as a director until the date of the Company’s Annual Meeting.
A copy of the press release announcing both Mr. Paracchini’s election and Mr. Joyce’s retirement is attached as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
Exhibit Number | Exhibit Description | ||||
| 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: | February 2, 2023 | /s/ C. Thomas Evans, Jr. | ||||||||||||
C. Thomas Evans, Jr. | ||||||||||||||
Executive Vice President, Secretary and General Counsel | ||||||||||||||
Exhibit 99.1
 | Kemper Corporation 200 East Randolph Street Suite 3300 Chicago, IL 60601 kemper.com | ||||
| Press Release | |||||
Kemper Names Byline Bank CEO Alberto Paracchini to Board of Directors;
Announces Retirement of Director Robert Joyce
CHICAGO, February 1, 2023 — Kemper Corporation (NYSE: KMPR) announced that its Board of Directors has elected Alberto J. Paracchini as a Director, effective February 1. The Board also announced that Robert J. Joyce has informed the Board of his intention to retire as director at the end of his current term, expiring May 4, 2023.
With a strong track record of nearly 20 years in financial services, Paracchini has served as Chief Executive Officer of Byline Bank since 2013. He has held executive positions with Banco Popular North America, BXM Holdings, Inc., Popular Financial Holdings and E-Loan. Paracchini has a Bachelor of Arts degree in political science and Spanish from Marquette University, and an MBA with honors in finance and business economics from The University of Chicago Booth School of Business. He currently serves on the board for Junior Achievement of Chicago and is a member of the Cook County Council of Economic Advisors and The Economic Club of Chicago.
“We’re pleased to welcome Alberto to our Board,” said Joseph P. Lacher, Jr., President, CEO and Chairman. “His broad financial services knowledge and familiarity with a customer base similar to ours will enable him to provide invaluable guidance to Kemper as we move forward. In addition, his current role as CEO of Byline Bank gives him a deep understanding of the opportunities and challenges presented by the current economic climate.”
“I’m honored by the opportunity to join Kemper’s Board and help advance the Kemper story,” said Paracchini. “With a history of delivering value for its stakeholders, the company is well-positioned for the future. I look forward to partnering with the Board and the dynamic leadership team to support the company’s commitment to executing on its strategic goals.”
Paracchini will be a member of the Board’s Audit and Risk Committees. His appointment expands the board to 12 directors, 10 of whom are independent.
Joyce, who joined the Kemper Board in August 2012, served as chairman from November 2015 to May 2021, and as lead director from May 2021 to May 2022. He has served on numerous Board committees at Kemper. He retired in 2012 as Executive Chair of Westfield Group after having previously served as Westfield’s Chairman and Chief Executive Officer.
“Bob’s been an incredibly important member of the Board, providing leadership for over a decade, and we thank him for his dedicated service and outstanding contributions,” said Lacher. “In particular, his support and counsel in the roles of chairman and lead director have helped to transform the company and better enable us to achieve our strategic intent. Personally, his industry and leadership experience, personal strength, and integrity were invaluable to me as I took on the role of CEO at Kemper. I’ll be forever grateful for his leadership, partnership and friendship. He will be missed.”
“My time on the Kemper Board has been a great honor and very fulfilling,” Joyce said. “It’s been exciting to be part of Kemper’s journey, and I leave with great confidence in the leadership team, current directors, and management’s long-term strategy for the company.”
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 Auto, Personal Insurance and Life brands. Kemper serves over six million policies, is represented by approximately 33,500 agents and brokers, and has approximately 10,100 associates dedicated to meeting the ever-changing needs of its customers. Learn more about Kemper.
Contacts
Investors: Karen Guerra, 312.668.9720, investors@kemper.com
News Media: Barbara Ciesemier, 312.661.4521, bciesemier@kemper.com