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Section 1: 8-K (8-K)

Document
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 16, 2018
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United Fire Group, Inc.
(Exact name of registrant as specified in its charter)
Iowa
 
001-34257
 
45-2302834
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS 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
_________________________________________________________________
(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))
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 16, 2018, United Fire Group, Inc. (the "Company" or "UFG") held its 2018 Annual Meeting of Shareholders (the "Annual Meeting") in Cedar Rapids, Iowa.
All 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 meeting.
Proposal 1: Elect four Class C Directors to serve three-year terms expiring in 2021.
Director Nominee
 
Number of Shares
Name
Class
 
Shares For

Shares Against

Shares Abstained

Broker Non-Votes

Christopher R. Drahozal
C
 
20,750,401

614,566

39,155

1,453,204

Jack B. Evans
C
 
20,721,146

641,660

41,316

1,453,204

Sarah Fisher Gardial
C
 
21,285,199

80,168

38,755

1,453,204

George D. Milligan
C
 
20,730,803

630,953

42,366

1,453,204

Proposal 2: Ratify the Audit Committee's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2018.
Number of Shares
Shares For

Shares Against

Shares Abstained

Broker Non-Votes

22,098,709

749,969

8,649


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

20,884,730

495,069

24,324

1,453,204

Item 7.01. Regulation FD Disclosure.
The shareholder presentation attached as Exhibit 99.1 to this Current Report on Form 8-K was used at the 2018 Annual Meeting of Shareholders. 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.
Effective May 16, 2018, the Company announced elections of new 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 99.2 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.2 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
Exhibit 99.2
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, 2018
 
/s/ Randy A. Ramlo
 
 
 
 
Randy A. Ramlo, President and Chief Executive Officer

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1—Shareholder Presentation from the Annual Meeting of Shareholders on May 16, 2018

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Definitions of Non-GAAP Information and Reconciliations to Comparable GAAP Measures
United Fire Group, Inc. (the “Company” or "UFG") prepares its public financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Management also uses certain non-GAAP measures to evaluate its operations and profitability. As further explained below, management believes that disclosure of certain non-GAAP financial measures enhances investor understanding of our financial performance. Non-GAAP financial measures disclosed in this report include: net income per diluted share excluding the impact of the Tax Cuts and Jobs Act and adjusted operating income. The Company has provided the following definitions and reconciliations of the non-GAAP financial measures:
Adjusted operating income: Adjusted operating income is calculated by excluding net realized investment gains and losses after applicable federal and state income taxes from net income. Management believes adjusted operating income is a meaningful measure for evaluating insurance company performance. Investors and equity analysts who invest and report on the insurance industry and the Company generally focus on this metric in their analyses because it represents the results of the Company's normal, ongoing performance. The Company recognizes that adjusted operating income is not a substitute for measuring GAAP net income, but believes it is a useful supplement to GAAP information.
Net Income Reconciliation
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
(In Thousands, Except Per Share Data)
2017

 
2016

Change %
 
2017

 
2016

Change %
Income Statement Data
 
 
 
 
 
 
 
 
 
Net income
$
45,993

 
$
11,995

283.4
%
 
$
51,023

 
$
49,904

2.2
 %
Less: after-tax net realized investment gains (losses)
693

 
(90
)
NM

 
5,241

 
3,967

32.1
 %
Adjusted operating income
$
45,300

 
$
12,085

274.8
%
 
$
45,782

 
$
45,937

(0.3
)%
Diluted Earnings Per Share Data
 
 
 
 
 
 
 
 
 
Net income
$
1.81

 
$
0.46

293.5
%
 
$
1.99

 
$
1.93

3.1
 %
Less: after-tax net realized investment gains
0.03

 

%
 
0.20

 
0.15

33.3
 %
Adjusted operating income
$
1.78

 
$
0.46

287.0
%
 
$
1.79

 
$
1.78

0.6
 %
NM=Not meaningful

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Section 3: EX-99.2 (EXHIBIT 99.2)

Exhibit

Exhibit 99.2—Press Release of United Fire Group, Inc. dated May 18, 2018
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United Fire Group, Inc. Reports on Annual Meeting of Shareholders
Directors Elections to the Board of Directors Announced
New Officer Elections Announced
Director Elections to the Board of Directors
CEDAR RAPIDS, IOWA, May 18, 2018 – United Fire Group, Inc. (Nasdaq: UFCS) (the "Company" or "UFG") announced today that shareholders elected four Class C Directors to our 12-member board at the 2018 Annual Meeting of Shareholders held on May 16, 2018.
The following individuals were each elected to serve three-year terms expiring in 2021:
Christopher R. Drahozal, John M. Rounds Professor of Law and Associate Dean for Research and Faculty Development at the University of Kansas School of Law in Lawrence, Kansas;
Jack B. Evans (Chairperson), President of The Hall-Perrine Foundation in Cedar Rapids, Iowa;
Sarah Fisher Gardial, Dean for the Henry B. Tippie College of Business at the University of Iowa in Iowa City, Iowa; and
George D. Milligan, President of The Graham Group, Inc. in Des Moines, Iowa.
In other official business, our shareholders:
ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018; and
approved, on an advisory basis, the compensation of the Company's named executive officers.
New Officer Elections
The Company is pleased to announce the following officer elections effective May 16, 2018:
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Michael J. Sheeley
United Fire & Casualty Company elected Corporate Marketing Director Michael J. Sheeley as a Vice President. His new title is VP–Corporate Marketing.
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Robert F. Cataldo
United Fire & Casualty Company elected AVP & Senior Portfolio Manager Robert F. Cataldo as a Vice President. His new title is VP & Strategy Officer.
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Adam R. Brown
United Fire & Casualty Company elected Corporate Director of Claims Administration Adam R. Brown as an Assistant Vice President. His new title is AVP–Corporate Claims Administration.

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Michael D. Enz
United Fire & Casualty Company elected Marketing Manager Michael D. Enz as an Assistant Vice President. His new title is AVP–East Coast Marketing.
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Matthew G. Schleier
United Fire & Casualty Company elected Regional Marketing Manager Matthew G. Schleier as an Assistant Vice President. His new title is AVP–Midwest Marketing.
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Jordan A. Sherry
United Fire & Casualty Company elected Regional Marketing Manager Jordan A. Sherry as an Assistant Vice President. His new title is AVP–Rocky Mountain Marketing.
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 46 states, plus the District of Columbia, and we are represented by approximately 1,150 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 of Finance and Investor Relations, 319-286-2537 or rpatten@unitedfiregroup.com.

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