8-K
UNITED FIRE GROUP INC (UFCS)
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 18, 2023

United Fire Group Inc.
(Exact name of registrant as specified in its charter)
| Iowa | 001-34257 | 45-2302834 | ||||
|---|---|---|---|---|---|---|
| (State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | 118 Second Avenue SE | |||
| --- | --- | --- | ||||
| Cedar Rapids | Iowa | 52401 | ||||
| (Address of principal executive offices) (Zip Code) |
Registrant's telephone number, including area code: (319) 399-5700
_______________________N/A________________________
(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:
| ☐ | 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 Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value | UFCS | The NASDAQ Global Select Market |
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).
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 5.07. Submission of Matters to a Vote of Security Holders.
On May 17, 2023, the Company held its 2023 Annual Meeting of Shareholders (the "Annual Meeting").
Each of the director nominees were elected and all of the other proposals submitted to the Company's shareholders were approved. The following are the final voting results for each proposal presented at the Annual Meeting.
Proposal 1: Elect four Class A Directors to serve three-year terms expiring in 2026.
| Director Nominee | Number of Shares | ||||
|---|---|---|---|---|---|
| Name | Class | Shares For | Shares Against | Shares Abstained | Broker Non-Votes |
| Scott L. Carlton | A | 19,957,425 | 2,036,895 | 21,431 | 1,310,798 |
| Brenda K. Clancy | A | 21,607,724 | 394,379 | 13,648 | 1,310,798 |
| Kevin J. Leidwinger | A | 21,629,136 | 364,178 | 22,437 | 1,310,798 |
| Susan E. Voss | A | 21,676,234 | 324,852 | 14,664 | 1,310,798 |
Proposal 2: Ratify the Audit Committee's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2023.
| Number of Shares | |||
|---|---|---|---|
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes |
| 22,704,727 | 606,986 | 14,836 | — |
Proposal 3: Shareholder advisory vote to approve the compensation of the Company’s named executive officers.
| Number of Shares | |||
|---|---|---|---|
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes |
| 21,341,426 | 636,200 | 38,125 | 1,310,798 |
Proposal 4: Shareholder advisory vote to approve the frequency of future shareholder votes on executive compensation.
| Number of Shares | ||||
|---|---|---|---|---|
| 1 Year | 2 Years | 3 Years | Shares Abstained | Broker Non-Votes |
| 19,321,638 | 873,446 | 1,772,033 | 48,634 | 1,310,798 |
Item 7.01. Regulation FD Disclosure.
Effective May 17, 2023, the Company announced the election of an officer for its subsidiary United Fire & Casualty Company. A copy of the Company’s press release announcing the voting results of the Annual Meeting and election of a new officer is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 99.1 | Press release of United Fire Group, Inc. dated May 18, 2023 |
|---|---|
| Exhibit 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.
| United Fire Group, Inc. | ||
|---|---|---|
| (Registrant) | ||
| Dated: | May 18, 2023 | /s/ Kevin J. Leidwinger |
| Kevin J. Leidwinger, Chief Executive Officer |
2
Document
Exhibit 99.1

United Fire Group, Inc. Reports on Annual Meeting of Shareholders
•Director Elections to the Board of Directors Announced
•New Officer Elections Announced
Director Elections to the Board of Directors
CEDAR RAPIDS, IOWA, May 18, 2023 – United Fire Group, Inc. (Nasdaq: UFCS) (the "Company" or "UFG") announced today that shareholders elected four Class A Directors to our now 11-member board of directors at the 2023 Annual Meeting of Shareholders held on May 17, 2023.
The following individuals were each elected as Class A Directors to serve three-year terms expiring in 2026.
•Scott L. Carlton, President of Tokai Carbon GE LLC;
•Brenda K. Clancy, former Global Chief Technology Officer for AEGON N.V.;
•Kevin J. Leidwinger, President and Chief Executive Officer of United Fire Group, Inc.; and
•Susan E. Voss, former Vice President and General Counsel of American Enterprise Group, Inc.
In other official business, our shareholders:
•ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023; and
•approved, on an advisory basis, the compensation of the Company's named executive officers.
•approved, on an advisory basis, future reviews of the compensation of the Company's named executive officers to occur annually
Retirement of Kyle D. Skogman
According to our Bylaws, each director must submit his or her resignation from the Board of Directors no later than the first day of February after he or she reaches age 72, and such resignation must be effective no later than the next Annual Meeting. Pursuant to this policy, Kyle Skogman submitted his resignation as a director effective as of the conclusion of the Annual Meeting on May 17, 2023. UFG thanks Mr. Skogman for his 23 years of distinguished service. As a result of Mr. Skogman's resignation, the size of the Board of Directors is reduced to 11 directors.
New Officer Election
The Company is pleased to announce the following officer election at its subsidiary United Fire & Casualty Company effective May 17, 2023:
United Fire & Casualty Company elected Kelly Allsup as Assistant Vice President.
About UFG
Founded in 1946 as United Fire & Casualty Company, UFG, through its insurance company subsidiaries, is engaged in the business of writing property and casualty insurance.
Exhibit 99.1
Through our subsidiaries, we are licensed as a property and casualty insurer in 50 states, plus the District of Columbia, and we are represented by approximately 1,000 independent agencies. A.M. Best Company assigns a rating of "A" (Excellent) for members of the United Fire & Casualty Group.
For more information about UFG visit www.ufginsurance.com.
Contact: Investor Relations at IR@unitedfiregroup.com.