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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): February 19, 2019
 
 
 
 
 
 
 
 
 
 
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
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).
o
Emerging growth company
 
 
o
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 February 19, 2019, the Board of Directors (the “Board”) of Unum Group (the “Company”) elected Susan L. Cross as a director of the Company, effective February 25, 2019. Ms. Cross also was appointed to serve on the Audit Committee and the Risk and Finance Committee of the Board. The Board has affirmatively determined that Ms. Cross is an independent director. Ms. Cross was elected to fill a newly created position on the Board and will serve a term of office expiring at the Company’s 2019 Annual Meeting of Shareholders.

Ms. Cross served as the Executive Vice President and Global Chief Actuary at XL Group Ltd (now AXA XL) in Bermuda from August 2008 to September 2018, and before that served as Global Chief Actuary beginning in 2006. In addition, she served as Chief Actuary of XL Group's reinsurance operations from 2004 to 2006 and held various actuarial positions in XL Group’s insurance and reinsurance operations after joining the company in 1999. A copy of the news release issued by the Company on February 25, 2019 announcing Ms. Cross’s election to the Board is attached hereto as Exhibit 99.1.

Ms. Cross will participate in the standard compensation arrangement for non-employee directors, including receiving a pro-rata portion of the director’s annual cash retainer and restricted stock unit award for the current board year, as described on pages 27-28 of the Company’s proxy statement filed with the Securities and Exchange Commission on April 12, 2018.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed with his report:
 
 






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: February 25, 2019
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)

exhibit991unmnewsrelease
1 Fountain Square Chattanooga, TN 37402 www.unum.com FOR IMMEDIATE RELEASE Contacts MEDIA Jim Sabourin 423 294 6043 INVESTORS Tom White 423 294 8996 news Unum elects Susan L. Cross to board of directors CHATTANOOGA, Tenn. (Feb. 25, 2019) – Unum Group (NYSE: UNM) announced today that Susan L. Cross, the former executive vice president and global chief actuary at XL Group Ltd (now AXA XL) in Bermuda, has been elected to serve as a director of the company. At XL, Cross developed and led actuarial and analytical functions in support of global growth and strategy. During her tenure, she realigned actuarial functions to build collaborative focus on business goals, established a predictive analytics unit, and advised on complex mergers and acquisitions. Cross was a founding member of XL’s enterprise risk committee. “We are very fortunate to have Susan bring her experience in the global insurance industry to our board,” said Kevin Kabat, chairman of the board of Unum Group. “Her expertise in this competitive and complex market will make her a valuable voice for Unum Group and our board.” Cross served as executive vice president and global chief actuary at XL from August 2008 until September 2018, and before that served as global chief actuary beginning in 2006. She served as chief actuary of XL’s reinsurance operations from 2004 to 2006, and held various actuarial positions in XL’s insurance and reinsurance operations after joining the company in 1999. Prior to joining XL, Cross was a principal and consulting actuary at Tillinghast-Towers Perrin. As a member of the Unum Group board, Cross will serve on the audit committee and the risk and finance committee. Cross has been named among the 100 Influential Women in Re/Insurance by Intelligent Insurer in 2015; 40 Influential Women in Reinsurance by Intelligent Insurer in 2014; and Women to Watch by Business Insurance in 2008. She is a fellow of the Casualty Actuarial Society, a member of the American Academy of Actuaries, and an associate of the Society of Actuaries. She received her bachelor’s degree in mathematics from the University of Maryland. UNUM IS A REGISTERED TRADEMARK AND MARKETING BRAND OF UNUM GROUP AND ITS INSURING SUBSIDIARIES.


 
# # # About Unum Unum Group (www.unum.com) is a leading provider of financial protection benefits in the United States and the United Kingdom. Its businesses are Unum US, Colonial Life, Unum UK, and Unum Poland. Unum’s portfolio includes disability, life, accident and critical illness, dental and vision coverage, which help protect millions of working people and their families in the event of an illness or injury. Unum also provides stop-loss coverage to help self-insured employers protect against unanticipated medical costs. The company reported revenues of $11.6 billion in 2018 and provided nearly $7 billion in benefits. For more information, connect with us on Facebook, Twitter and LinkedIn. 2 UNUM IS A REGISTERED TRADEMARK AND MARKETING BRAND OF UNUM GROUP AND ITS INSURING SUBSIDIARIES.


 
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