8-K
Unum Group (UNM)
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 23, 2024
UNUM GROUP
(Exact name of registrant as specified in its charter)
| Delaware | 001-11294 | 62-1598430 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1 Fountain Square
Chattanooga, Tennessee 37402
(Address of principal executive offices) (Zip Code)
(423) 294-1011
(Registrant's telephone number, including area code)
Not Applicable
(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, $0.10 par value | UNM | New York Stock Exchange |
| 6.250% Junior Subordinated Notes due 2058 | UNMA | New York Stock Exchange |
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 5.07 Submission of Matters to a Vote of Security Holders.
Unum Group (the "Company") held its most recent Annual Meeting of Shareholders on May 23, 2024 (the "Annual Meeting"). Matters submitted to shareholders at the Annual Meeting and voting results were as follows:
Item 1 - Election of Directors. Shareholders elected the twelve director nominees listed below for one-year terms expiring in 2025, based upon the following voting results:
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Theodore H. Bunting, Jr. | 155,286,898 | 837,869 | 269,837 | 15,117,115 |
| Susan L. Cross | 155,929,413 | 197,726 | 267,465 | 15,117,115 |
| Susan D. DeVore | 155,331,074 | 794,934 | 268,596 | 15,117,115 |
| Joseph J. Echevarria | 155,705,944 | 416,279 | 272,381 | 15,117,115 |
| Cynthia L. Egan | 150,687,513 | 5,439,430 | 267,661 | 15,117,115 |
| Kevin T. Kabat | 153,009,264 | 3,112,327 | 273,013 | 15,117,115 |
| Timothy F. Keaney | 153,423,089 | 2,699,846 | 271,669 | 15,117,115 |
| Gale V. King | 155,274,356 | 852,659 | 267,589 | 15,117,115 |
| Gloria C. Larson | 151,967,251 | 4,156,185 | 271,168 | 15,117,115 |
| Mojgan M. Lefebvre | 155,880,771 | 227,986 | 285,847 | 15,117,115 |
| Richard P. McKenney | 155,432,008 | 692,260 | 270,336 | 15,117,115 |
| Ronald P. O'Hanley | 155,282,641 | 840,961 | 271,002 | 15,117,115 |
Item 2 - Advisory Vote to Approve Executive Compensation. Shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, based upon the following voting results:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 145,829,078 | 10,131,188 | 434,338 | 15,117,115 |
Item 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024, based upon the following voting results:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 166,398,861 | 4,786,399 | 326,459 | 0 |
Item 4 - Approval of Amendment to the Amended and Restated Certificate of Incorporation to Reflect Recent Amendments to Delaware Law Regarding Officer Exculpation. Shareholders approved the Amendment to the Company's Amended and Restated Certificate of Incorporation, based upon the following voting results:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 141,206,761 | 14,772,221 | 415,622 | 15,117,115 |
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.
| Unum Group | |||
|---|---|---|---|
| (Registrant) | |||
| Date: May 24, 2024 | By: | /s/ J. Paul Jullienne | |
| Name: | J. Paul Jullienne | ||
| Title: | Vice President, Managing Counsel, and | ||
| Corporate Secretary |