kmpr-20220202

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 2, 2022

Kemper Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 001-18298



DE						95-4255452
(State or other jurisdiction of incorporation)						(IRS Employer 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

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. ¨

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

On February 2, 2022, the Board of Directors (“Board”) of Kemper Corporation (“Company”) elected Jason N. Gorevic to the Board and appointed him to the Human Resources & Compensation and Risk Committees of the Board, in each case effective as of February 2, 2022.

Mr. Gorevic 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 2021 Annual Meeting of Shareholders on file with the Securities and Exchange Commission (“SEC”).

There are no arrangements or understandings with Mr. Gorevic pursuant to which he was selected as a director of the Company and there are no transactions involving Mr. Gorevic 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 2, 2022, David P. Storch notified the Board that he will not stand for re-election at our 2022 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. Gorevic’s election and Mr. Storch’s decision to not stand for re-election is attached as Exhibit 99.1.

Section 9. – Financial Statements and Exhibits.


Item 9.01.						Financial Statements and Exhibits.

(d) Exhibits


Exhibit						Description
99.1						Press Release of the Company, dated February 3, 2022
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 3, 2022

/s/ C. Thomas Evans, Jr.

C. Thomas Evans, Jr.

Senior 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 Teladoc Health CEO Jason Gorevic to Board of Directors;

Announces Retirement of Director David Storch

CHICAGO, February 3, 2022 — Kemper Corporation (NYSE: KMPR) announced that its Board of Directors has elected Jason Gorevic as a Director, effective February 2. The Board also announced that David P. Storch has informed the Board of his intention to retire as a director at the end

of his current term, expiring May 4, 2022.

As Chief Executive Officer of Teladoc Health, the global leader in whole-person virtual care, and a member of Teladoc’s Board of Directors, Gorevic has delivered exponential growth in revenue, membership and care visits over his twelve-year tenure. He has over 25 years of experience in the healthcare industry and in 2021 was named one of the most influential people in healthcare by Modern Healthcare magazine. He has served in senior leadership roles at Wellpoint, Inc. (now Anthem, Inc.), including Chief Marketing & Product Officer and President of Empire Blue Cross Blue Shield. Gorevic has a Bachelor of Arts degree in International Relations from the University of Pennsylvania.

“We’re pleased to welcome Jason to our board,” said Joseph P. Lacher, Jr., President, CEO and Chairman of Kemper’s Board of Directors. “Jason’s deep expertise in market shaping and penetration, strategic execution and driving transformation, as well as strong knowledge/capabilities in a regulated industry, make him an excellent addition to Kemper’s board. We look forward to learning from his experiences and welcome his guidance as we continue to move the needle on the Kemper story.”

Gorevic will be a member of the board’s Risk and Human Resources and Compensation Committees. His appointment expands the board to 12 directors, 10 of whom are independent.

“I’m excited to join the board of this respected company with such a long track record of achievement,” said Gorevic. “The talent and focus of the board members and leadership team is a core strength and I look forward to supporting the company’s commitment to its Strategic Intent.”

Storch was elected to Kemper’s Board in May 2010, and has served as Lead Director and on numerous Board committees. He retired as Chief Executive Officer of AAR Corp., a leading provider of aviation services for commercial and government customers, where he currently holds the position of Non-Executive Chairman of the Board.

“Kemper has been very fortunate to have David’s leadership on our Board for the last dozen years, and we thank him for his dedicated service and outstanding contributions,” said Lacher. “David’s leadership, integrity and dedication to high personal and professional standards has been evident throughout his tenure, and we’re grateful for the leadership he provided while we worked to transform the company and enable a path to sustained growth. He’s been a highly effective director and we extend our gratitude and best wishes to David and his family.”

“After serving for 12 years, I leave the board very confident in the leadership team, the slate of directors, and the strategic direction of the company,” said Storch. “I’m proud to have been part of a successful transformation, and wish the team all the best as they move forward.”

About Kemper

The Kemper family of companies is one of the nation’s leading specialized insurers. With approximately $15 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, Life and Health brands. Kemper serves over 6.5 million policies, is represented by approximately 35,400 agents and brokers, and has approximately 10,300 associates dedicated to meeting the ever-changing needs of its customers.

Learn more about Kemper.

Contacts

News Media: Barbara Ciesemier, 312.661.4521, [email protected]

Investors: Karen Guerra, 312.661.4930, [email protected]