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Section 1: 8-K (8-K)

Document
false0000850141 0000850141 2019-10-24 2019-10-24





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: October 24, 2019

HORACE MANN EDUCATORS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
1-10890
37-0911756
(State of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)


1 Horace Mann Plaza, Springfield, Illinois 62715‑0001
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: 217789‑2500

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 Act:
Title of each class
 
Trading Symbol
 
Name of each exchange
on which registered
Common Stock, $0.001 par value
 
HMN
 
New York Stock Exchange

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).

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

As part of leadership realignment consistent with the evolution of our Product, Distribution and Infrastructure (“PDI”) strategy, Bret L. Benham, Executive Vice President, Life & Retirement, will be leaving Horace Mann Educators Corporation (“Horace Mann” or “the Company”) effective January 1, 2020. Mr. Benham’s separation is subject to the terms of Horace Mann Service Corporation’s Executive Severance Plan.

In order to ensure an orderly transition of his responsibilities, Mr. Benham has stepped down from his role as Executive Vice President, Life & Retirement effective October 22, 2019. He will remain available until January 1, 2020 (the “Transition Period”) to provide transition services to the Company, as necessary.

During the Transition Period, Mr. Benham will remain employed with the Company and will be paid a salary at a rate of $400,000 per year and will be eligible to participate in the Company’s Annual Incentive Plan and employee benefit programs in accordance with their terms. In addition, during the Transition Period, Mr. Benham’s outstanding equity awards will continue to vest or, in the case of performance-based equity awards, be eligible to vest in accordance with their current terms. Any unvested equity awards held by Mr. Benham at the end of the Transition Period will automatically terminate.

 
Item 9.01:
Financial Statements and Exhibits

(d)Exhibits.
    
Exhibit 99.1    Horace Mann Educators Corporation news release dated October 24, 2019.



Forward-looking Information
Statements included in the accompanying news release that state Horace Mann Educators Corporation's (Company) or its management's intentions, hopes, beliefs, expectations or predictions of future events or the Company's future financial performance are forward-looking statements and involve known and unknown risks, uncertainties and other factors. The Company is not under any obligation to (and expressly disclaims any such obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements. Please refer to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2019 and the Company's past and future filings and reports filed with the Securities and Exchange Commission for information concerning the important factors that could cause actual results to differ materially from those in forward-looking statements.


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SIGNATURE

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.
 
 
HORACE MANN EDUCATORS CORPORATION
 
 
 
By:
/s/ Donald M. Carley
 
 
Name:
Donald M. Carley
 
 
Title:
SVP, General Counsel &
 
 
 
  Corporate Secretary
 
Date: October 24, 2019
 


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit

Exhibit 99.1

400640143_hmnlogoa02.jpg
 
News Release

Contact information:
Heather J. Wietzel
Vice President, Investor Relations
217-788-5144
[email protected]
 
Horace Mann Announces New Organizational Structure to Accelerate Profitable Growth and Strengthen Solutions Orientation
Aligned around established Products, Distribution and Infrastructure strategy
SPRINGFIELD, Ill., Oct. 24, 2019 - Horace Mann Educators Corporation (NYSE:HMN) today announced a new organizational structure to support the next phase of the company’s growth strategy and its goal of achieving a double-digit core return on equity. These changes clearly align members of the existing senior management team with the company’s customer-centric solutions oriented strategy and better leverage its leadership position in the K-12 public education market.
William Caldwell, Executive Vice President, Product, will lead the company’s product offerings, comprised of the Property & Casualty, Retirement, and Life businesses. Bill joined the company in November 2013 and has successfully repositioned the property and casualty business for profitable growth.
Matthew Sharpe, Executive Vice President, Strategy and Business Development, will lead the company’s distribution efforts. Matt has been with Horace Mann since January 2012 and led the transformational acquisition of National Teachers Associates (NTA) and reinsurance of the legacy annuity business. He brings a strategic focus to our sales and worksite marketing operations, with a goal of accelerating our household acquisition efforts and increasing our market share.
Wade Rugenstein, Executive Vice President, Operations, will lead the company’s operational functions, while continuing leadership of the Supplemental insurance business as we work towards full integration. Wade joined Horace Mann in July 2019, having previously served as President and Chief Executive Officer of NTA since April 2015. Under his leadership, NTA was named to the 2019 Ward's Top 50, a list of top performing insurance companies based on financial performance, objective data and subjective quality measures. Wade will continue to advance Horace Mann’s efforts to modernize its infrastructure, improve expense efficiencies and deliver great educator customer experiences.
“We have been building a solutions-oriented organization that brings a unique approach to serving the insurance and retirement savings needs of the nation’s K-12 educators. Our transformative efforts, and multi-year initiatives focused on improving our products, distribution and infrastructure, have put the key components of our growth strategy in place. We are a larger, more diverse company with a strong long-term outlook,” said Marita Zuraitis, President and Chief Executive Office. “This organizational realignment allows us to leverage our talented senior leadership team as we capitalize on the profitable growth opportunities in all of our businesses.”

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About Horace Mann
Horace Mann is the largest financial services company focused on providing America's educators and school employees with insurance and retirement solutions. Founded by Educators for Educators® in 1945, the company is headquartered in Springfield, Ill. For more information, visit horacemann.com.
Safe Harbor Statement
Statements included in this news release that are not historical in nature are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties. Horace Mann is not under any obligation to (and expressly disclaims any such obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Please refer to the company's Quarterly Report on Form 10-Q for the period ended June 30, 2019 and the company's past and future filings and reports filed with the Securities and Exchange Commission for information concerning the important factors that could cause actual results to differ materially from those in forward-looking statements.
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