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, 2022
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At a meeting of the Board of Directors of United Fire Group, Inc. (the "Company" or "UFG") held on May 18, 2022, the directors approved the Company entering into the Company's standard form of Change in Control Severance Agreement for its named executive officers with VP & Chief Legal Officer, Sarah E. Madsen. The agreement, among other things, provides for: 1) an 18-month non-competition agreement and 2) in the event of both a change in control and termination of employment by the Company without cause: a) a severance benefit payable to the named executive officer in an amount equal to 1.5 times her highest annual base salary plus target annual incentive compensation, b) the continuation of certain insurance benefits for a period of 18 months, c) the full vesting of each long-term incentive award held by the named executive officer, with any performance measures deemed satisfied at the target level, and d) certain outplacement benefits.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 18, 2022, the Company held its 2022 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 one Class C Director to serve the remainder of a term expiring in 2024 and four Class B Directors to serve three-year terms expiring in 2025.
| Director Nominee | Number of Shares | ||||
|---|---|---|---|---|---|
| Name | Class | Shares For | Shares Against | Shares Abstained | Broker Non-Votes |
| Mark Green | C | 21,496,262 | 41,186 | 17,182 | 874,399 |
| John-Paul Besong | B | 21,403,390 | 124,001 | 27,240 | 874,399 |
| Kyle Skogman | B | 20,183,861 | 1,356,181 | 14,588 | 874,399 |
| Matt Foran | B | 21,488,713 | 52,227 | 13,690 | 874,399 |
| James Noyce | B | 20,456,626 | 1,084,316 | 13,689 | 874,399 |
Proposal 2: Ratify the Audit Committee's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2022.
| Number of Shares | |||
|---|---|---|---|
| Shares For | Shares Against | Shares Abstained | Broker Non-Votes |
| 21,851,426 | 570,134 | 7,469 | — |
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 |
| 21,420,716 | 117,258 | 16,657 | 874,399 |
Item 7.01. Regulation FD Disclosure.
Effective May 18, 2022, the Company announced the election of officers 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 new officers 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 20, 2022 |
|---|---|
| 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 20, 2022 | /s/ Randy Ramlo |
| Randy A. Ramlo, 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 20, 2022 – United Fire Group, Inc. (Nasdaq: UFCS) (the "Company" or "UFG") announced today that shareholders elected one Class C and four Class B Directors to our 12-member board of directors at the 2022 Annual Meeting of Shareholders held on May 18, 2022.
Mark Green was elected as a Class C Director to serve the remainder of a term expiring in 2024.
The following individuals were each elected as Class B Directors to serve three-year terms expiring in 2025.
•John-Paul Besong, former Senior Vice President of e-Business and Chief Information Officer for Rockwell Collins;
•Kyle Skogman former President of Skogman Construction Co. of Iowa;
•Matthew Foran, Co-Founder and President of Stoic Lane, Inc., a private equity holding company; and
•James Noyce, current UFG Chairman of the Board and former Chief Executive Officer and Director of FBL Financial 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 2022; and
•approved, on an advisory basis, the compensation of the Company's named executive officers.
Retirement of Mary K. Quass
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, Mary Quass submitted her resignation as a director effective as of the conclusion of the Annual Meeting on May 18,2022. UFG thanks Ms. Quass for her 24 years of distinguished service. As a result of Ms. Quass's resignation, the size of the Board of Directors is reduced to 12 directors.
New Officer Elections
The Company is pleased to announce the following officer elections at its subsidiary United Fire & Casualty Company effective May 18, 2022:
Exhibit 99.1
United Fire & Casualty Company elected Joshua Baron as Vice President.
United Fire & Casualty Company elected Erica Bergfeld-Reed as Assistant Vice President.
United Fire & Casualty Company elected Tim Borst as Assistant Vice President.
United Fire & Casualty Company elected Allison Slager as Assistant Vice President.
United Fire & Casualty Company, United Fire & Indemnity Company, and Financial Pacific Insurance Company elected Bradley Hance as Assistant Vice President.
United Fire & Casualty Company elected Leah Olson as Assistant Vice President.
United Fire & Casualty Company elected Tyler Probasco as Assistant Vice President.
United Fire & Casualty Company elected Aaron Arduser 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.
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
Randy Patten, AVP & Corporate Controller, 319-286-2537 or ir@unitedfiregroup.com