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): December 11, 2008
Unum Group
(Exact Name of Registrant as Specified in Charter)
| Delaware (State of Incorporation) |
001-11294 (Commission File No.) |
62-1598430 (IRS Employer Identification No.) |
1 Fountain Square
Chattanooga, Tennessee 37402
(Address of Principal Executive Offices, including Zip Code)
(423) 294-1011
(Registrant’s Telephone Number, including Area Code)
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)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On December 11, 2008, the Board of Directors, acting upon the recommendation of the Governance Committee, adopted an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective on that date. Set forth below is a description of the amendment. Such description is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The Bylaws have been amended by adding a new Section 12 of Article VIII to clarify that an indemnitee has a contractual right to indemnification and advancement that vests at the time of the relevant act or omission.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are furnished with this Current Report on Form 8-K: |
| 3.2 | Amendment to the Amended and Restated Bylaws of Unum Group. | |
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.
| December 17, 2008 | UNUM GROUP | |||||
| By: | /s/ Susan N. Roth | |||||
| Susan N. Roth, Vice President, Transactions, SEC and Corporate Secretary | ||||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 3.2 | Amendment to the Amended and Restated Bylaws of Unum Group. | |