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 27, 2010
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Forward-looking Information
Statements included in the accompanying press release that state Horace Mann Educators Corporation’s (“HMEC”, “Horace Mann” or the “Company”) or its management’s intentions, hopes, beliefs, expectations or predictions of future events or the Company’s future financial performance are forward-looking statements and involve known and unknown risks, uncertainties and other factors. Horace Mann is not under any obligation to (and expressly disclaims any such obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Please refer to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and the Company’s past and future filings and reports filed with the Securities and Exchange Commission for information concerning the important factors that could cause actual results to differ materially from those in forward-looking statements.
| 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”) was approved by the shareholders of the Company at the Annual Meeting of Shareholders on May 27, 2010 resulting in a May 27, 2010 effective date for the Comprehensive Plan. As stated in the Comprehensive Plan, it represents the consolidation of the HMEC Amended and Restated 2002 Incentive Compensation Plan, the Amended and Restated HMEC Deferred Compensation Plan for Employees, and the Amended and Restated HMEC Deferred Equity Compensation Plan for Directors (collectively, the “Preexisting Plans”). The consolidation of the Preexisting Plans was requested to meet requirements of the New York Stock Exchange, to satisfy requirements of tax law to help preserve the Company’s ability to claim tax deductions for compensation to certain employees, and to provide for more efficient administrative processes and oversight. The Comprehensive Plan does not increase compensation or benefits for the Company’s Executive Officers. The shares of HMEC Common Stock initially authorized under the Preexisting Plans which remain available for issuance are authorized and available under the Comprehensive Plan, but no additional shares were reserved under the Comprehensive Plan. No further awards will be made under the Preexisting Plans. The preceding summary is qualified in its entirety by the Comprehensive Plan, Exhibit 10.17 below, which is incorporated by reference herein.
At its meeting on May 27, 2010, HMEC’s Board of Directors adopted changes in the compensation program for non-employee directors. A current Summary of HMEC Non-Employee Director Compensation, including details of this compensation program, is attached as Exhibit 10.10 and is incorporated by reference herein.
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| Item 5.07: | Submission of Matters to a Vote of Security Holders |
The Company’s Annual Meeting of Shareholders was held on May 27, 2010. The results of the matters submitted to a vote of security holders are shown in the table below.
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Votes
For |
Votes
Against |
Abstentions | ||||
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Votes representing 35,187,383 shares of Common Stock were represented and cast regarding Proposal 1. |
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Election of the following nominees to hold the office of Director until the next Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified: |
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Mary H. Futrell |
34,931,751 | 245,922 | 9,710 | |||
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Stephen J. Hasenmiller |
34,891,694 | 286,268 | 9,421 | |||
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Ronald J. Helow |
34,866,653 | 311,315 | 9,415 | |||
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Louis G. Lower II |
34,788,567 | 389,395 | 9,421 | |||
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Gabriel L. Shaheen |
34,895,143 | 282,825 | 9,415 | |||
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Roger J. Steinbecker |
34,891,898 | 286,070 | 9,415 | |||
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Robert Stricker |
34,858,669 | 319,293 | 9,421 | |||
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Charles R. Wright |
34,853,807 | 324,161 | 9,415 | |||
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Votes representing 35,187,383 shares of Common Stock were represented and cast regarding Proposal 2. |
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Approval of the Horace Mann Educators Corporation 2010 Comprehensive Executive Compensation Plan |
32,056,848 | 3,118,142 | 12,393 | |||
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Votes representing 36,123,309 shares of Common Stock were represented and cast regarding Proposal 3. |
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Ratification of the appointment of KPMG LLP, an independent registered public accounting firm, as the Company’s auditors for the year ended December 31, 2010 |
35,147,297 | 859,138 | 116,874 | |||
| Item 9.01: | Financial Statements and Exhibits |
(d) Exhibits.
| 10.10 | Summary of HMEC Non-Employee Director Compensation. | |
| 10.17 | HMEC 2010 Comprehensive Executive Compensation Plan, incorporated by reference to Exhibit 1 (beginning on page E-1) to HMEC’s Proxy Statement, filed with the SEC on April 9, 2010. | |
| 10.17(a) | Specimen Non-employee Director Restricted Stock Unit Agreement under the HMEC 2010 Comprehensive Executive Compensation Plan. | |
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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.
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HORACE MANN EDUCATORS CORPORATION |
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By: |
/s/ Bret A. Conklin |
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Name: |
Bret A. Conklin |
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Title: |
Senior Vice President & Controller |
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(Principal Accounting Officer) |
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Date: June 2, 2010
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Exhibit 10.10
Summary of Horace Mann Educators Corporation Non-Employee Director Compensation
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Compensation Element |
Non-Employee Director Compensation |
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Board Chairman Annual Retainer |
$90,000 |
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Board Member Annual Retainer (other than Board Chairman) |
$40,000 |
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Committee Chairman Annual Retainer |
$30,000 Audit Committee $10,000 Compensation Committee $ 7,500 all other Committees |
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Committee Member Annual Retainer (other than Committee Chairman) |
$10,000 Audit Committee $ 5,000 all other Committees |
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Share-based Compensation |
Fair value on the date of the respective awards is used to determine the number of Restricted Stock Units (“RSUs”) awarded. $60,000 in RSUs upon joining the Board and an additional $60,000 in RSUs if joining within 6 months after the prior Annual Shareholder Meeting or an additional $30,000 in RSUs if joining more than 6 months after the prior Annual Shareholder Meeting but before the next Annual Shareholder Meeting. An annual award of $60,000 in RSUs thereafter following the Annual Shareholder Meeting. All awards have a 1 year vesting period. |
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Deferred Fees Match |
Directors electing to defer cash compensation into Common Stock equivalent units (“CSUs”) receive a 25% match in additional CSUs. |
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Basic Group Term Life Insurance |
Premium for $10,000 face amount |
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Business Travel Accident Insurance |
Premium for $100,000 coverage |
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Annual retainer fees are paid following the Annual Shareholder Meeting of each year. The annual retainer fees are prorated to the extent that a non-employee Director joins the Board after the Annual Shareholder Meeting or leaves the Board prior to the next Annual Shareholder Meeting.
Last revision date: May 27, 2010
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Exhibit 10.17(a)
Specimen
HORACE MANN EDUCATORS CORPORATION
2010 Comprehensive Executive Compensation Plan
Director Restricted Stock Units Award Agreement
This Director Restricted Stock Units Award Agreement (consisting of this page containing designations and the Director Restricted Stock Units Terms and Conditions attached hereto or delivered concurrently herewith) (the “Agreement”) evidences the grant by HORACE MANN EDUCATORS CORPORATION, a Delaware corporation (the “Company”), to you of Restricted Stock Units (“Units”) under the 2010 Comprehensive Executive Compensation Plan (“Plan”). The Units are subject to the terms and conditions of the Plan, which is incorporated herein by reference, and this Agreement
Designations:
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Grantee: |
______________________(“Director” or “you”) |
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Grant Date: |
______________________ |
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Number of Units Granted: |
______________________ |
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Vesting Schedule: |
100 % of the Units shall vest and become nonforfeitable on the first anniversary of the Grant Date (“Vesting Date”). |
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Settlement Date: |
(check only one) |
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No election to defer settlement of the Units has been made and the Units shall be settled as soon as administratively practicable after the date they are no longer subject to a substantial risk of forfeiture (whether before, on or after the Vesting Date). |
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A valid election to defer settlement of the Units has heretofore been filed with the Company, and settlement shall be made in accordance with such election, the terms of which are hereby incorporated herein. |
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The Units include do not include a right to Dividend Equivalents, which shall become nonforfeitable and be settled at the same time and manner as the Units to which they relate. The term “Units” includes any Dividend Equivalents credited to Director’s Account.
Settlement : The Units, together with Units, if any, credited as a result of Dividend Equivalents, will be settled by delivery of one share of the Company’s Stock for each Unit being settled.
If Director ceases to be a director for any reason other than death prior to the Vesting Date, the Units shall thereupon be forfeited immediately. In the event of death prior to the Vesting Date, the Units shall become vested and settlement shall be made in accordance with the paragraph checked above (under “Settlement Date”). Notwithstanding the foregoing, in the event of a
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Change in Control prior to the Vesting Date, the units will fully vest and deem to be settled immediately prior to CIC as other stock in the transaction.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officer thereunto duly authorized and Director has acknowledged the provisions of this Agreement.
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Acknowledged by Director |
HORACE MANN EDUCATORS CORPORATION |
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By: |
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President & CEO |
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Print Name: |
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Date: |
__________ |
Date |
__________ |
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Attachment: Restricted Stock Units Terms and Conditions
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HORACE MANN EDUCATORS CORPORATION
2010 Comprehensive Executive Compensation Plan
DIRECTOR RESTRICTED STOCK UNITS
TERMS AND CONDITIONS
These Terms and Conditions apply to the Restricted Stock Units granted to Director by the Company, including any Units resulting from Dividend Equivalents or other Adjustments, as specified in the Restricted Stock Units Agreement of which these Terms and Conditions form a part. Certain terms of the Units, including the number of Units granted, vesting date(s) and settlement date, are set forth on the preceding page.
1. General . By accepting the grant of the Units, Director agrees to be bound by all of the terms and provisions of this Agreement and the Plan (as presently in effect or as later amended), which are incorporated herein by reference, the rules and regulations under the Plan adopted from time to time, and any interpretations, decisions and determinations the Compensation Committee of the Company’s Board of Directors (the “Committee”) may make from time to time. Terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this Agreement and mandatory provisions of the Plan, the provisions of the Plan govern.
2. Account for Director . The Company shall maintain a bookkeeping account for Director (the “Account”) reflecting the number of Units granted hereunder, and adjusted for any Dividend Equivalents or other adjustments to the Units or any settlement or forfeiture thereof.
3. Nontransferability and Other Limitations . Until Units become vested and nonforfeitable, Director may not transfer Units or any rights hereunder to any third party other than by will or the laws of descent and distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the conditions under Section 12.03 of the Plan. Sales of shares of Stock delivered in settlement of Units will be subject to any Company policy regulating trading by Directors. Additional events that could result in forfeiture or loss of the Units, including but not limited termination for Cause, and Director’s status as a general creditor of the Company are set forth in the Plan.
4 . Dividend Equivalents and Adjustments .
(a) Dividend Equivalents . Dividend Equivalents will be credited on Units (other than Units that, at the relevant record date, previously have been settled or forfeited) and deemed reinvested in additional Units. Such crediting shall be as follows, except that the Committee may, in its discretion, vary the manner of crediting (for example, by crediting cash dividend equivalents rather than additional Units for administrative convenience):
(i) Cash Dividends . If the Company declares and pays a dividend or distribution on Stock in the form of cash, then additional Units shall be credited to Director’s Account in lieu of payment or crediting of cash dividend equivalents equal to the number of Units credited to the Account as of the relevant record date multiplied by the amount of cash paid per share in such dividend or distribution divided by the Fair Market Value of a share of Stock at the payment date for such dividend or distribution.
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(ii) Non-Stock Dividends . If the Company declares and pays a dividend or distribution on Stock in the form of property other than shares of Stock, then a number of additional Units shall be credited to Director’s Account as of the payment date for such dividend or distribution equal to the number of Units credited to the Account as of the record date for such dividend or distribution multiplied by the fair market value of such property actually paid as a dividend or distribution on each outstanding share of Stock at such payment date, divided by the Fair Market Value of a share of Stock at such payment date.
(iii) Stock Dividends and Splits . If the Company declares and pays a dividend or distribution on Stock in the form of additional shares of Stock, or there occurs a forward split of Stock, then a number of additional Units shall be credited to Director’s Account as of the payment date for such dividend or distribution or forward split equal to the number of Units credited to the Account as of the record date for such dividend or distribution or split multiplied by the number of additional shares of Stock actually paid as a dividend or distribution or issued in such split in respect of each outstanding share of Stock.
(b) Adjustments . The number of Units credited to Director’s Account shall be appropriately adjusted in order to prevent dilution or enlargement of Director’s rights with respect to Units or to reflect any changes in the number of outstanding shares of Stock resulting from any event referred to in Section 12.05 of the Plan or otherwise, in the discretion of the Committee.
7 . Director Representations and Warranties Upon Settlement . As a condition to the settlement of the Units, the Company may require Director to make any representation or warranty to the Company as may be determined by the Committee or by counsel to the Company to be appropriate or required by law or regulation.
8. Miscellaneous .
(a) Binding Agreement; Written Amendments . This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement, the Plan, and any deferral election relating to the Units constitute the entire agreement between the parties with respect to the Units, and supersede any prior agreements or understandings with respect to the Units. No amendment or alteration of this Agreement which may impose any additional obligation upon the Company shall be valid unless expressed in a written instrument duly executed in the name of the Company, and no amendment, alteration, suspension or termination of this Agreement which may materially impair the rights of Director with respect to the Units shall be valid unless expressed in a written instrument executed by Director. Any amendment, alteration, suspension or termination required by law or necessary to preserve the tax status of the Units for the Director shall be deemed not to materially impair the rights of the Director with respect to the Units.
(b) No Promise of Continued Service. The Units and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Director has a right to continue as a Director of the Company for any period of time, or at any particular rate of compensation.
(c) Governing Law . The validity, construction, and effect of this Agreement shall be determined in accordance with the laws (including those governing contracts) of the state of Delaware, without giving effect to principles of conflicts of laws, and in accordance with applicable federal law.
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(d) Fractional Units and Shares . The number of Units credited to Director’s Account shall include fractional Units calculated to at least two decimal places, unless otherwise determined by the Committee. Upon settlement of the Units Director shall be paid, in cash, an amount equal to the value of any fractional share that would have otherwise been deliverable in settlement of such Units.
(e) Mandatory Tax Withholding . Director will be responsible for all taxes that may be due with respect to the Units. In the event the Company is required under applicable law to withhold taxes of any type with respect to the Units, then, unless other arrangements acceptable to the Company are made for the payment of such withholding taxes, the Company will withhold a number of whole shares of Stock having a value nearest to, but not exceeding the amount of such withholding taxes and remit the withheld amount to the taxing authorities. Such withholding shall reduce the Director’s Account balance to be delivered on settlement of the Units.
(f) Unfunded Obligations . The grant of the Units and the maintenance of Director’s Account shall be by means of bookkeeping entries on the books of the Company and shall not create in Director any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Director. With respect to Director’s entitlement to any distribution hereunder, Director shall be a general creditor of the Company.
(g) Notices . Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the General Counsel, and any notice to the Director shall be addressed to the Director at Director’s address as then appearing in the records of the Company.
(h) No Shareholder Rights. Director and any Beneficiary shall not have any rights with respect to shares of Stock (including voting rights) covered by this Agreement prior to the settlement of the Units and distribution of the Stock specified herein.
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