Document


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): April 30, 2019 
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.)
200 E. Randolph Street, Suite 3300, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging Growth Company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.    ¨






Section 5. – Corporate Governance and Management.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At its meeting on April 30, 2019, the Compensation Committee ("Committee") of the Board of Directors of Kemper Corporation ("Company") approved a Non-Employee Director Restricted Stock Unit Award Agreement ("RSU Agreement"). The RSU Agreement will be used for restricted stock unit ("RSU") awards to the Company’s non-employee directors. An RSU award covering shares of the Company's Common Stock with a grant date value of $130,000 is automatically granted to each non-employee director at the conclusion of each Annual Shareholder Meeting, under the current non-employee director compensation program. The RSU Agreement provides for a one-year vesting period and conversion to common stock on the later of the vesting date or the date elected pursuant to a timely deferral election made by a non-employee director. A copy of the RSU Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07.
Submission of Matters to a Vote of Security Holders.

The Company's Annual Meeting of Shareholders was held on Wednesday, May 1, 2019 in Chicago, Illinois to vote on four proposals, for which the final vote results are set forth below.

Proposal 1:    Election of Directors.

Shareholders elected each of the nine nominees for director. Vote results were as follows:

Nominees
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Teresa A. Canida
 
48,651,682
 
144,025
 
49,259
 
11,299,397
George N. Cochran
 
48,622,335
 
155,922
 
66,709
 
11,299,397
Kathleen M. Cronin
 
48,645,588
 
144,100
 
55,278
 
11,299,397
Lacy M. Johnson
 
48,645,236
 
142,261
 
57,469
 
11,299,397
Robert J. Joyce
 
48,583,847
 
193,080
 
68,039
 
11,299,397
Joseph P. Lacher, Jr.
 
48,663,461
 
118,173
 
63,332
 
11,299,397
Christopher B. Sarofim
 
48,655,069
 
123,671
 
66,226
 
11,299,397
David P. Storch
 
48,591,731
 
184,092
 
69,143
 
11,299,397
Susan D. Whiting
 
48,629,557
 
160,726
 
54,683
 
11,299,397

Proposal 2:    Advisory vote to ratify the selection of Deloitte & Touche LLP as the Company's
independent registered public accountant for 2019.

A majority of shareholders voted, on an advisory basis, to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accountant for 2019. Vote results were as follows:

 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
59,177,896
 
756,059
 
210,408
 












Proposal 3:    Advisory vote to approve the compensation of the Company's Named Executive Officers.

A majority of shareholders voted, on an advisory basis, to approve the compensation of the Company's Named Executive Officers. Vote results were as follows:

 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
46,707,685
 
1,969,625
 
167,656
 
11,299,397

Proposal 4:    Vote to approve the Company's 2019 Employee Stock Purchase Plan.

A majority of shareholders voted, in favor of the Company's 2019 Employee Stock Purchase Plan. Vote results were as follows:

 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
48,359,965
 
372,975
 
112,026
 
11,299,397
Section 9. – Financial Statements and Exhibits.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.    Description
10.1 Non-Employee Director Restricted Stock Unit Award Agreement


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 1, 2019
 
 
/s/  C. Thomas Evans, Jr.
 
 
 
 
C. Thomas Evans, Jr.
 
 
 
 
Senior Vice President, Secretary & General Counsel