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Section 1: 8-K (8-K)

Document
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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): January 10, 2020


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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2020, the Human Capital Committee (the “Committee”) of the Board of Directors of Unum Group appointed Michael Q. Simonds as Executive Vice President, Chief Operating Officer of Unum Group (the “Company”), effective February 1, 2020. In the new role, Mr. Simonds, 46, who since July 2013 has served as an Executive Vice President of the Company and President and Chief Executive Officer of its Unum US business unit, will be responsible for optimizing business operations across the enterprise.
Prior to heading the Company’s Unum US operations, Mr. Simonds served as Senior Vice President and Chief Operating Officer, Unum US from June 2012 to June 2013. Before that, he served as Senior Vice President, Growth Operations, Unum US from July 2010 to May 2012 and as Senior Vice President and Chief Marketing Officer, Unum US from March 2008 to July 2010. Mr. Simonds originally joined a Unum Group predecessor company in 1994, left the Company in 2000 to pursue his MBA, and rejoined the Company in 2003 after working at McKinsey & Company, a global management consulting firm.
In connection with the appointment, the Committee also approved the terms of a new compensation package for Mr. Simonds. Effective February 1, 2020, his base salary will increase to $700,000 and his annual and long-term incentive targets will be set at 130% and 250% of base salary, respectively, for annual targeted total compensation of $3,360,000. For the 2020 performance year, Mr. Simonds’ incentive compensation (payable in 2021) will be prorated based on the time he spends in each position during the year.
As previously disclosed pursuant to Item 404(a) of Regulation S-K, the Company employs Charlene Glidden, who currently serves as Vice President, Customer Operations for Colonial Life and is a sister-in-law of Mr. Simonds. In 2019, she received compensation of approximately $450,121 and participated in compensation and benefit arrangements generally applicable to similarly situated employees. Beginning February 1, 2020, she will be included in Mr. Simonds’ organization and will have an indirect reporting relationship to him, but he will not be involved in decisions concerning her compensation.
A copy of the news release issued by the Company to announce Mr. Simonds’ appointment is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
 
 
 
 
 
Exhibit No.
 
Description
 
 
 
99.1
 
 
 
 
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.

 
Unum Group
 
(Registrant)
 
 
 
 
 
 
Date: January 16, 2020
By:
/s/ J. Paul Jullienne
 
 
Name:
J. Paul Jullienne
 
 
Title:
Vice President, Managing Counsel, and
 
 
 
Corporate Secretary
 
 
 
 






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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit



 
 
 
Exhibit 99.1
402303882_unumlogo.jpg
 
 
 
1 Fountain Square
Chattanooga, TN 37402
www.unum.com
 
 
 
 
 
 
 
FOR IMMEDIATE RELEASE
 
 
Contacts
 
 
402303882_news.jpg
 
MEDIA



 
Brad Carmony 901-568-3088

 
INVESTORS

 
Tom White


Unum Group Names Michael Simonds Chief Operating Officer

CHATTANOOGA, Tenn. (Jan 16, 2020) - Unum Group (NYSE: UNM) today announced that Michael Q. Simonds, president and chief executive officer of Unum US, has been appointed to the newly created role of chief operating officer (COO) of the company, effective February 1, 2020. Simonds will continue to report to Richard P. McKenney, president and chief executive officer.
As COO, Simonds will work closely with McKenney and Unum’s senior leadership team to build on the company’s past successes, while further leveraging expertise and capabilities across the enterprise. Simonds’ previous role as president and chief executive officer of Unum US is being eliminated under the new structure. Unum Group’s current financial reporting segments will not change.
“As we continue executing Unum’s long-term growth strategy, this is the right time to add a COO to our leadership team,” said McKenney. “Mike has the depth of experience, close knowledge of the enterprise and relentless customer focus that are essential in a COO as we continue to serve the benefits needs of today’s dynamic workplace.”
Simonds began his career at Unum in 1994 and has worked in leadership roles throughout the company in multiple divisions, including Finance, Marketing and Sales. Prior to leading Unum US, Simonds served as chief operating officer and chief marketing officer for Unum US and helped lead the company’s expansion into voluntary, dental and vision benefits. Simonds worked at McKinsey & Company, a global management consulting firm, from 2002 to 2003, before returning to Unum. He holds a master’s in business administration from Harvard Business School and bachelor’s degrees in economics and anthropology from Bowdoin College.

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ABOUT UNUM
Unum Group (www.unum.com) provides a broad portfolio of financial protection benefits and services through the workplace, and is a leading provider of disability income protection worldwide. Through its Unum US, Unum UK, Unum Poland, and Colonial Life businesses, the company provides disability, life, accident, critical illness, dental and vision benefits that protect millions of working people and their families. Unum also provides leave and absence management services that streamline the leave experience for employers and employees, and stop-loss coverage to help self-insured employers protect against medical costs. Unum reported revenues of $11.6 billion in 2018 and provided $7.2 billion in benefits.

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