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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 5, 2020
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.10 per share
KMPR
NYSE

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 May 5, 2020, the Compensation Committee ("Committee") of the Board of Directors of Kemper Corporation ("Company") approved new forms of equity award agreements ("Award Agreements") to be used for grants under the Company's 2020 Omnibus Equity Plan. The forms of the Award Agreements are attached as Exhibits 10.1 through 10.7 to this Current Report on Form 8-K and incorporated herein by reference. Exhibit 10.1 was approved for use by the Company for grants of restricted stock units to the Company’s non-employee directors. Exhibits 10.2 through 10.7 were approved for use by the Company for grants to the Company’s employees, including its executive officers, of stock options and stock appreciation rights, restricted stock units and performance share units, respectively.

The terms and conditions of the Award Agreements are materially consistent with the terms and conditions of the forms of equity award agreements in use by the Company for grants under the Company's 2011 Omnibus Equity Plan prior to May 5, 2020, when the 2020 Omnibus Equity Plan was approved by the Company’s shareholders.  The terms and conditions of such prior award agreements, including those incorporated by reference from the 2011 Omnibus Equity Plan, were previously disclosed and described in the Company’s 2020 Proxy Statement and filed as exhibits to the Company’s 2019 Annual Report on Form 10-K.  
Item 5.07.
Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting of Shareholders was held on Tuesday, May 5, 2020 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 ten nominees for director. Vote results were as follows:

Nominees
 
For

 
Against

 
Abstain

 
Broker Non-Votes

Teresa A. Canida
 
47,647,442

 
128,400

 
52,926

 
8,829,596

George N. Cochran
 
47,612,287

 
135,629

 
80,852

 
8,829,596

Kathleen M. Cronin
 
47,486,888

 
290,279

 
51,601

 
8,829,596

Lacy M. Johnson
 
47,479,974

 
296,016

 
52,778

 
8,829,596

Robert J. Joyce
 
47,519,188

 
228,582

 
80,998

 
8,829,596

Joseph P. Lacher, Jr.
 
47,659,075

 
92,944

 
76,749

 
8,829,596

Gerald Laderman
 
47,614,484

 
134,948

 
79,336

 
8,829,596

Christopher B. Sarofim
 
47,477,913

 
270,969

 
79,886

 
8,829,596

David P. Storch
 
47,437,053

 
313,370

 
78,345

 
8,829,596

Susan D. Whiting
 
47,488,163

 
287,373

 
53,232

 
8,829,596


Proposal 2:    Advisory vote to ratify the selection of Deloitte & Touche LLP as the Company's independent registered
public accountant for 2020.

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 2020. Vote results were as follows:

 
 
For

 
Against

 
Abstain

 
Broker Non-Votes
 
 
55,953,438

 
618,979

 
85,947

 
—

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

 
 
46,173,569

 
1,451,073

 
204,126

 
8,829,596





Proposal 4:    Vote to approve the Company's 2020 Omnibus Equity Plan.

A majority of shareholders voted, in favor of the Company's 2020 Omnibus Equity Plan. Vote results were as follows:

 
 
For

 
Against

 
Abstain

 
Broker Non-Votes

 
 
45,651,727

 
1,953,018

 
224,023

 
8,829,596

Section 9. – Financial Statements and Exhibits.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Exhibit Description
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).



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 11, 2020
 
 
/s/ C. Thomas Evans, Jr.
 
 
 
 
C. Thomas Evans, Jr.
 
 
 
 
Executive Vice President, Secretary & General Counsel