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 20, 2014
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):
| ¨ | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective at the end of the day on May 20, 2014, Michael J. Passarella will retire from the Board of Directors of Unum Group 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. |
Unum Group held its 2014 Annual Meeting of Shareholders on May 20, 2014. Matters submitted to shareholders at the meeting and voting results were as follows:
Item 1 – Election of Directors. Shareholders elected the four director nominees listed below for one-year terms expiring in 2015, based upon the following voting results:
| Nominee |
For | Against | Abstained | Broker Non-Votes | ||||||||||||
| Timothy F. Keaney |
214,199,383 | 4,939,788 | 265,017 | 8,462,803 | ||||||||||||
| Gloria C. Larson |
213,873,003 | 5,265,805 | 265,381 | 8,462,803 | ||||||||||||
| William J. Ryan |
214,317,482 | 4,822,027 | 264,680 | 8,462,803 | ||||||||||||
| Thomas R. Watjen |
214,219,059 | 4,771,277 | 413,853 | 8,462,803 | ||||||||||||
Also continuing as members of the Board of Directors after the meeting were: Theodore H. Bunting, Jr., E. Michael Caulfield, Pamela H. Godwin, Ronald E. Goldsberry, Kevin T. Kabat, Thomas Kinser, A. S. (Pat) MacMillan, Jr., and Edward J. Muhl.
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 | |||
| 213,452,220 |
5,523,659 | 428,310 | 8,462,803 |
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 2014, based upon the following voting results:
| For |
Against |
Abstained |
Broker Non-Votes | |||
| 224,456,294 |
3,136,773 | 273,925 | — |
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 20, 2014 | By: | /S/ Susan N. Roth | ||||
| Name: | Susan N. Roth | |||||
| Title: | Vice President, Transactions, SEC and Corporate Secretary | |||||