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: May 20, 2015
HORACE MANN EDUCATORS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-10890 | 37-0911756 |
| (State of incorporation) | (Commission File Number) | (I.R.S. Employer |
| Identification No.) |
1 Horace Mann Plaza, Springfield, Illinois 62715-0001
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 217-789-2500
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 1.01: Entry into a Material Definitive Agreement
As documented in Item 5.07, the Horace Mann Educators Corporation 2010 Comprehensive Executive Compensation Plan (the “Comprehensive Plan”) as Amended and Restated was approved by the shareholders of the Company at the Annual Meeting of Shareholders on May 20, 2015. As stated in the Comprehensive Plan document, 3.25 million additional shares of HMEC’s Common Stock will be available under the Comprehensive Plan. The preceding summary is qualified in its entirety by Exhibit 10.3 below, which is incorporated by reference herein.
Item 5.07: Submission of Matters to a Vote of Security Holders
HMEC’s Annual Meeting of Shareholders was held on May 20, 2015 (the “Annual Meeting”). On the record date of March 24, 2015, there were 41,120,398 shares of the Company’s Common Stock issued and outstanding and entitled to be voted at the Annual Meeting. The final results of the matters submitted to a vote of security holders are shown in the table below.
| Votes | Votes | Broker | ||
| For | Against | Abstentions | Non-Votes | |
| Proposal 1 - | ||||
| Election of Directors: | ||||
| Daniel A. Domenech | 37,790,482 | 180,260 | 4,936 | 934,860 |
| Mary H. Futrell | 36,934,828 | 1,036,467 | 4,383 | 934,860 |
| Stephen J. Hasenmiller | 37,960,927 | 9,906 | 4,845 | 934,860 |
| Ronald J. Helow | 37,960,357 | 10,951 | 4,370 | 934,860 |
| Beverley J. McClure | 37,961,085 | 10,248 | 4,345 | 934,860 |
| Gabriel L. Shaheen | 37,954,498 | 15,433 | 5,747 | 934,860 |
| Robert Stricker | 37,955,830 | 15,501 | 4,347 | 934,860 |
| Steven O. Swyers | 37,812,646 | 158,686 | 4,346 | 934,860 |
| Marita Zuraitis | 37,958,698 | 12,597 | 4,383 | 934,860 |
| Proposal 2 - | ||||
|
Approval of the Horace Mann Educators Corporation 2010 Comprehensive Executive Compensation Plan as amended and restated |
34,692,139 |
3,269,899 |
13,640 |
934,860 |
| Proposal 3 - | ||||
|
Approval of the advisory resolution to approve Named Executive Officers’ compensation |
36,940,534 |
1,025,573 |
9,571 |
934,860 |
| Proposal 4 - | ||||
| Ratification of the appointment of KPMG LLP, an independent registered public accounting firm, as the Company’s auditors for the year ending December 31, 2015. |
37,833,489 |
1,070,125 |
6,924 |
Not Applicable |
| -1- |
Item 9.01: Financial Statements and Exhibits
(d) Exhibits. Management contracts and compensatory plans are indicated by an asterisk (*).
| 10.3* | HMEC 2010 Comprehensive Executive Compensation Plan As Amended and Restated, incorporated by reference to Exhibit 1 (beginning on page E-1) to HMEC’s Proxy Statement, filed with the SEC on April 8, 2015. |
| 10.3(a)* | [Reserved] |
| -2- |
SIGNATURE
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.
| HORACE MANN EDUCATORS CORPORATION | ||
| By: | /s/ Bret A. Conklin | |
| Name: Bret A. Conklin | ||
| Title: Senior Vice President & Controller | ||
| (Principal Accounting Officer) | ||
Date: May 22, 2015
| -3- |