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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 15, 2019
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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. [ ]
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading symbol
Name of each exchange on which registered
Common Stock, $0.001 par value
UFCS
The NASDAQ Global Select Market





Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 15, 2019, United Fire Group, Inc. (the "Company" or "UFG") held its 2019 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 B Directors to serve three-year terms expiring in 2022 and until his or her successor is elected and qualified.
Director Nominee
 
Number of Shares
Name
Class
 
Shares For

Shares Against

Shares Abstained

Broker Non-Votes

John-Paul E. Besong
B
 
21,933,531

64,233

49,038

1,260,796

James W. Noyce
B
 
21,982,832

56,100

7,870

1,260,796

Mary K. Quass
B
 
21,405,483

635,074

6,245

1,260,796

Kyle D. Skogman
B
 
20,796,626

1,241,845

8,330

1,260,796

Proposal 2: Ratify the Audit Committee's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2019.
Number of Shares
Shares For

Shares Against

Shares Abstained

Broker Non-Votes

22,633,963

656,358

17,276


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

21,825,417

175,826

45,559

1,260,796

Item 7.01. Regulation FD Disclosure.
Effective May 15, 2019, the Company announced elections of officers for United Fire Group, Inc. and 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 99.1 to this Current Report on Form 8-K. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1
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 17, 2019
 
/s/ Dawn M. Jaffray
 
 
 
 
Dawn M. Jaffray, Executive Vice President and Chief Financial Officer

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit

Exhibit 99.1—Press Release of United Fire Group, Inc. dated May 17, 2019
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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 17, 2019 – United Fire Group, Inc. (Nasdaq: UFCS) (the "Company" or "UFG") announced today that shareholders elected four Class B Directors to our 12-member board at the 2019 Annual Meeting of Shareholders held on May 15, 2019.
The following individuals were each elected to serve three-year terms expiring in 2022:
John-Paul E. Besong, former Senior Vice President of e-Business and Chief Information Officer for Rockwell Collins (now known as Collins Aerospace) in Cedar Rapids, Iowa;
James W. Noyce, former Chief Executive Officer and Director of FBL Financial Group, Inc. in West Des Moines, Iowa;
Mary K. Quass, President and Chief Executive Officer of NRG Media, LLC in Cedar Rapids, Iowa; and
Kyle D. Skogman, President of Skogman Construction Co. of Iowa in Cedar Rapids, Iowa.
In other official business, our shareholders:
ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019; 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 15, 2019:
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Dawn M. Jaffray
United Fire Group, Inc. elected Senior Vice President & Chief Financial Officer Dawn M. Jaffray to Executive Vice President.
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Scott Bailey
United Fire & Casualty Company elected Surety Underwriting Manager Scott Bailey as an Assistant Vice President.
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Kathleen Goldsmith
United Fire & Casualty Company elected Application Development Manager Kathleen Goldsmith as an Assistant Vice President.

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Ward Johnson
United Fire & Casualty Company elected Risk Control Manager Ward Johnson as an Assistant Vice President.
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Sarah Madsen
United Fire & Casualty Company elected Assistant General Counsel Sarah Madsen as an Assistant Vice President.
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James Moen
United Fire & Casualty Company elected Underwriting Manager James Moen as an Assistant Vice President.
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Casey Prince
United Fire & Casualty Company elected Marketing Communications Manager Casey Prince as an Assistant Vice President.
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Steve Watters
United Fire & Casualty Company elected Surety Claims Manager Steve Watters as an Assistant Vice President.
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 1,100 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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