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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 (Date of earliest event reported): May 23, 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.
Effective May 23, 2019, E. Michael Caulfield retired from the Board of Directors of Unum Group (the "Company") in accordance with the company’s bylaws, which impose a mandatory retirement age of 72.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 23, 2019. Matters submitted to shareholders at the Annual Meeting and voting results were as follows:
Item 1 - Election of Directors. Shareholders elected the eleven director nominees listed below for one-year terms expiring in 2020, based upon the following voting results:

Nominee
 
For
 
Against
 
Abstained
 
Broker
Non-Votes
Theodore H. Bunting, Jr.
 
170,500,942
 
234,509
 
130,829
 
11,189,209
Susan L. Cross
 
170,639,199
 
105,489
 
121,591
 
11,189,209
Susan D. DeVore
 
170,622,448
 
119,074
 
124,757
 
11,189,209
Joseph J. Echevarria
 
168,810,908
 
1,916,185
 
139,186
 
11,189,209
Cynthia L. Egan
 
168,422,989
 
2,336,825
 
106,466
 
11,189,209
Kevin T. Kabat
 
168,598,458
 
2,144,034
 
123,787
 
11,189,209
Timothy F. Keaney
 
170,575,462
 
159,465
 
131,353
 
11,189,209
Gloria C. Larson
 
167,388,063
 
3,360,115
 
118,101
 
11,189,209
Richard P. McKenney
 
170,572,833
 
171,671
 
121,776
 
11,189,209
Ronald P. O’Hanley
 
170,479,668
 
253,575
 
133,036
 
11,189,209
Francis J. Shammo
 
170,596,931
 
130,226
 
139,122
 
11,189,209

Item 2 - Advisory Vote to Approve Executive Compensation. Shareholders approved, on an advisory basis, the compensation of Unum Group’s named executive officers, based upon the following voting results:
For
 
Against
 
Abstained
 
Broker Non-Votes
162,297,985
 
8,349,821
 
218,473
 
11,189,209

Item 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders ratified the appointment of Ernst & Young LLP as Unum Group’s independent registered public accounting firm for 2019, based upon the following voting results:
For
 
Against
 
Abstained
 
Broker Non-Votes
178,213,578
 
3,718,682
 
123,228
 







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: May 23, 2019
By:
/s/ J. Paul Jullienne
 
 
Name:
J. Paul Jullienne
 
 
Title:
Vice President, Managing Counsel, and
 
 
 
Corporate Secretary
 
 
 
 





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