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 25, 2011
UNUM GROUP
(Exact name of registrant as specified in its charter)
| Delaware | 001-11294 | 62-1598430 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1 Fountain Square
Chattanooga, Tennessee 37402
(Address of principal executive offices)(Zip Code)
(423) 294-1011
(Registrant’s telephone number, including area code)
Not Applicable
(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. |
On May 25, 2011, Unum Group (the “Company”) held its annual meeting of shareholders. Matters submitted to shareholders at the meeting and voting results were as follows:
Item 1 – Election of Directors. The Company’s shareholders elected the four director nominees listed below for three-year terms expiring in 2014, based upon the following voting results:
| Nominee |
For | Against | Abstained | Broker Non-Votes | ||||
| Jon S. Fossel |
252,092,603 | 3,725,670 | 54,981 | 13,615,929 | ||||
| Gloria C. Larson |
252,420,931 | 3,400,419 | 52,397 | 13,615,929 | ||||
| William J. Ryan |
252,155,572 | 3,670,499 | 47,887 | 13,615,929 | ||||
| Thomas R. Watjen |
252,094,382 | 3,708,753 | 70,119 | 13,615,929 |
Also continuing as directors of the Company after the meeting were: E. Michael Caulfield, Pamela H. Godwin, Ronald E. Goldsberry, Kevin T. Kabat, Thomas Kinser, A.S. (Pat) MacMillan, Jr., Edward J. Muhl, and Michael J. Passarella.
Item 2 – Advisory Vote on Executive Compensation. The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based upon the following voting results:
| For |
Against | Abstained | Broker Non-Votes | |||
| 248,118,535 |
7,592,449 | 162,975 | 13,615,929 |
Item 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The Company’s shareholders voted, on an advisory basis, on the frequency of holding future advisory votes on executive compensation as follows:
| 1 Year |
2 Years | 3 Years | Abstained | Broker Non-Votes | ||||
| 232,288,538 |
412,246 | 23,067,028 | 105,328 | 13,615,929 |
In light of the above voting results and consistent with its recommendation to shareholders on this item, the Board of Directors of the Company has determined that the Company will hold future advisory votes on executive compensation on an annual basis.
Item 4 – Approval of the Unum European Holding Company Limited Savings-Related Share Option Scheme 2011. The Company’s shareholders approved the Unum European Holding Company Limited Savings-Related Share Option Scheme 2011, based upon the following voting results:
| For |
Against | Abstained | Broker Non-Votes | |||
| 254,041,828 |
1,636,751 | 195,379 | 13,615,929 |
Item 5 – Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011, based upon the following voting results:
| For |
Against | Abstained | Broker Non-Votes | |||
| 266,267,813 |
3,164,293 | 57,782 | — |
| Item 8.01 | Other Events. |
At the annual meeting of shareholders on May 25, 2011, the Company announced that its Board of Directors authorized an increase of 13.5 percent in the quarterly dividend paid on its common stock. The new quarterly dividend rate of $0.1050 per common share will be effective with the dividend expected to be paid in the third quarter of 2011. A copy of a news release concerning the dividend increase is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibit is filed with this Report: |
| 99.1 | News release of Unum Group dated May 25, 2011, concerning dividend increase. |
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.
| Unum Group (Registrant) | ||||||
| Date: May 25, 2011 | By: | /s/ Susan N. Roth | ||||
| Name: Susan N. Roth | ||||||
| Title: Vice President, Transactions, SEC and Corporate Secretary | ||||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 |
News release of Unum Group dated May 25, 2011, concerning dividend increase. | |