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Section 1: 8-K (8-K)

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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: May 24, 2018


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: 217‑789‑2500

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).       

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.       








Forward-looking Information

Statements included in the accompanying press release that state Horace Mann Educators Corporation’s (the “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 March 31, 2018 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.

Item 5.07:    Submission of Matters to a Vote of Security Holders

HMEC’s Annual Meeting of Shareholders was held on May 23, 2018 (the “Annual Meeting”). On the record date of March 27, 2018, there were 40,883,981 shares of the Company’s Common Stock issued and outstanding and entitled to be voted at the Annual Meeting. The final results of the matters submitted to a vote of security holders are shown in the table below.
 
 
Votes
Votes
 
Broker
 
For
Against
Abstentions
 Non-Votes
 
 
 
 
 
Proposal No. 1 -
 
 
 
 
Election of Nine Directors:
 
 
 
 
Daniel A. Domenech
38,354,298
203,786
4,363
817,561
Stephen J. Hasenmiller
37,529,965
1,029,560
2,922
817,561
Ronald J. Helow
38,377,899
181,123
3,425
817,561
Perry G. Hines
38,419,407
138,194
4,846
817,561
Beverley J. McClure
38,445,932
113,954
2,561
817,561
H. Wade Reece
38,341,579
216,024
4,844
817,561
Robert Stricker
38,447,024
112,300
3,123
817,561
Steven O. Swyers
38,455,367
102,236
4,844
817,561
Marita Zuraitis
38,431,090
128,271
3,086
817,561
 
 
 
 
 
Proposal No. 2 -
 
 
 
 
Approval of the advisory resolution to approve Named Executive Officers’ compensation


37,840,479


710,386


11,582


817,561
 
 
 
 
 
Proposal No. 3 -
 
 
 
 
Ratification of KPMG LLP, an independent registered public accounting firm, as the Company’s auditors for the year ending December 31, 2018



38,292,181



1,083,642



4,185


Not
Applicable
 
Item 9.01:    Financial Statements and Exhibits

(d)    Exhibits.
99.1 Press release dated May 24, 2018.

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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/ Kimberly A. Johnson
 
 
Name:
Kimberly A. Johnson
 
 
Title:
Vice President & Controller
 
 
 
(Principal Accounting Officer)


Date: May 24, 2018


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit



393640934_logoa02.jpg                  News release for immediate release


FOR IMMEDIATE RELEASE
Contact information:
Heather Wietzel, Vice President, Investor Relations
217-788-5144


Horace Mann Names H. Wade Reece Chairman of the Board at Annual Shareholders’ Meeting; Highlights Strategic Progress

SPRINGFIELD, Ill., May 24, 2018 / — Horace Mann Educators Corporation (NYSE:HMN) named H. Wade Reece as Chairman of the Board of Directors at its Annual Shareholders’ Meeting yesterday.

Reece joined the board in 2016 after a 37-year career with BB&T Corporation, where he served as the Chairman of the Board and Chief Executive Officer of BB&T Insurance Services, Inc. and BB&T Insurance Holdings, Inc., the sixth largest insurance broker globally.

Gabe Shaheen is retiring after 11 years on the board, eight of those as Chairman.

“Gabe has been a champion for our mission, vision and strategy, and I thank him for his distinguished service to Horace Mann,” said President and CEO Marita Zuraitis. “I look forward to working closely with Wade in the Chairman role. His in-depth knowledge of the insurance industry, leadership skills and broad experience with agency management will be an asset to company leadership.”

Shareholders approved the appointment of the Board’s nine directors, including the addition of Perry G. Hines. Hines brings more than 27 years of cross-sector experience in general management, brand, communications and marketing to the board, including senior positions with Lincoln Reinsurance Corporation and Safeco.

Shareholders also approved an advisory resolution on Named Executive Officers’ compensation and the appointment of KPMG as the Company’s auditors. Each item was approved by 97% or more of shares voted.

Zuraitis provided shareholders with an overview of the Company’s strategy.

“By providing relevant products through knowledgeable distribution and modern infrastructure, we can help educators achieve financial success,” Zuraitis said. “Grounded in our strong financial foundation, we are well-positioned to deliver profitable growth and drive long-term shareholder value.”





Also on Wednesday, A.M. Best affirmed the Financial Strength Rating of A (Excellent) and Long-Term Issuer Credit Ratings (Long-Term ICR) of “a” of the property/casualty members of Horace Mann Insurance Group, as well as the Horace Mann Life Insurance Company. Concurrently, A.M. Best has affirmed the Long-Term ICR of “bbb” of Horace Mann Educators Corporation and the Long-Term Issue Credit Rating of “bbb” on its $250 million, 4.5% senior unsecured notes, due 2025. The outlook of these Credit Ratings is stable.


About Horace Mann
Horace Mann (Horace Mann Educators Corp. (NYSE:HMN)) 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, Illinois. For more information about the company, 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 March 31, 2018 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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