8-K


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 4, 2016
Kemper Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-18298

DE
 
95-4255452
(State or other jurisdiction
of incorporation)
 
(IRS Employer
Identification No.)
One East Wacker Drive, Chicago, IL 60601
(Address of principal executive offices, including zip code)
312-661-4600
(Registrant’s telephone number, including area code)
(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 5.07.
Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Kemper Corporation ("Company") was held on Wednesday, May 4, 2016 in Chicago, Illinois to vote on three proposals, for which the final voting results were as follows:

Proposal 1:    Election of Directors.

Shareholders elected each of the seven nominees for director:

Nominees
 
For
 
Against
 
Abstain
 
Broker Non-Votes
George N. Cochran
 
41,666,950

 
283,463

 
116,996

 
5,346,480

Kathleen M. Cronin
 
41,654,811

 
299,796

 
112,802

 
5,346,480

Douglas G. Geoga
 
41,645,078

 
307,569

 
114,762

 
5,346,480

Robert J. Joyce
 
41,663,190

 
295,274

 
108,945

 
5,346,480

Joseph P. Lacher, Jr.
 
41,716,438

 
247,501

 
103,470

 
5,346,480

Christopher B. Sarofim
 
41,605,406

 
332,065

 
129,938

 
5,346,480

David P. Storch
 
37,260,327

 
4,696,022

 
111,060

 
5,346,480



Proposal 2:    Advisory vote on the ratification of the selection of Deloitte & Touche LLP as the Company's
independent registered public accountant for 2016.

Shareholders ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accountant for 2016:

 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
46,929,667

 
249,150

 
235,072

 



Proposal 3:    Approval of the material terms of the performance goals under the Company's 2011 Omnibus
Equity Plan.

Shareholders approved the material terms of the performance goals under the Company's 2011 Omnibus Equity Plan:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
39,763,454

 
1,974,625

 
329,330

 
5,346,480







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.

 
 
 
 
Kemper Corporation
Date:
May 5, 2016
 
 
/s/ C. Thomas Evans, Jr.
 
 
 
 
C. Thomas Evans, Jr.
 
 
 
 
Senior Vice President, Secretary and General Counsel