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Section 1: 8-K (8-K)


Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 25, 2019 
Kemper Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-18298
(State or other jurisdiction
of incorporation)
(IRS Employer
Identification No.)
200 E. Randolph Street, Suite 3300, Chicago, IL 60601
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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))

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.    ¨

Section 5. - Corporate Governance and Management

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On January 25, 2019, Thomas M. Goldstein, director of Kemper Corporation (“Company”) notified the Company that he intended to resign from the Company’s Board of Directors, effective January 29, 2019, to focus on his health and family. Mr. Goldstein’s resignation was not the result of any disagreement with the Company or its Board of Directors.

A copy of the press release announcing Mr. Goldstein’s resignation is attached as Exhibit 99.1.
Section 9. – Financial Statements and Exhibits.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.    Description
99.1            Kemper Corporation press release dated January 29, 2019

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.
Kemper Corporation
January 30, 2019
/s/  C. Thomas Evans, Jr.
C. Thomas Evans, Jr.
Senior Vice President, Secretary & General Counsel

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Section 2: EX-99.1 (EXHIBIT 99.1)


Kemper Corporation
200 East Randolph Street
Suite 3300
Chicago, IL 60601

Press Release

Kemper Announces Resignation of Director Thomas Goldstein

CHICAGO, January 29, 2019 - Kemper Corporation (NYSE: KMPR) announced today that Thomas M. Goldstein has resigned from the company’s Board of Directors, effective immediately, to focus on his health and family.

“Tom’s been a trusted colleague, advisor and friend for many years, and we thank him for his thoughtful service on our Board,” said Joseph P. Lacher, Jr., Kemper’s President and Chief Executive Officer. “It’s been an honor and privilege to have the opportunity to be associated with Tom, and we send best wishes and strong support to him and his family.”

Goldstein joined the Kemper Board of Directors in August 2016 after a distinguished career in the financial services industry that included senior leadership roles at Allstate Corporation, The GRG Group LLC, Madison Dearborn Partners, and LaSalle Bank. He is also a director of Federal Home Loan Mortgage Corporation (Freddie Mac).

“My tenure on Kemper’s Board has been a tremendously positive experience,” Goldstein said. “I have great confidence in the management team’s vision and strategy for where they want to take the company.”

“The Board would like to express our profound sense of gratitude for Tom’s guidance and leadership,” said Robert J. Joyce, Chairman of Kemper’s Board of Directors. “He will be missed by the Kemper family and we wish him and his family the best.”

About Kemper
The Kemper family of companies is one of the nation’s leading insurers. With $11 billion in assets, Kemper is improving the world of insurance by offering personalized solutions for individuals, families and businesses. Through our businesses, Kemper: 
Offers insurance for auto, home, life, health and valuables
Services approximately seven million policies 
Is represented by more than 30,000 agents and brokers
Employs over 7,800 associates dedicated to providing exceptional service
Is licensed to sell insurance in 50 states and the District of Columbia

Learn more about Kemper.

Caution Regarding Forward-Looking Statements

This press release may contain or incorporate by reference information that includes or is based on forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events, and can be identified by the fact that they relate to future actions, performance or results rather than strictly to historical or current facts.

Any or all forward-looking statements may turn out to be wrong, and, accordingly, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this press release. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict, and are not guarantees of future performance. Among the general factors that could cause actual results and financial condition to differ

materially from estimated results and financial condition are those listed in periodic reports filed by Kemper with the SEC. No assurances can be given that the results and financial condition contemplated in any forward-looking statements will be achieved or will be achieved in any particular timetable. Kemper assumes no obligation to publicly correct or update any forward-looking statements as a result of events or developments subsequent to the date of this press release. The reader is advised, however, to consult any further disclosures Kemper makes on related subjects in its filings with the SEC.


Investors:     Michael Marinaccio

News Media:     Barbara Ciesemier

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