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Stancorp Financial Group Inc – ‘DEFM14A’ on 9/21/15

On:  Monday, 9/21/15, at 6:07am ET   ·   Effective:  9/21/15   ·   Accession #:  1193125-15-323801   ·   File #:  1-14925

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/21/15  Stancorp Financial Group Inc      DEFM14A     9/21/15    1:1.4M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Solicitation Material -- Merger    HTML    878K 
                          or Acquisition                                         

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

STANCORP FINANCIAL GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

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September 21, 2015

Dear Shareholder,

You are cordially invited to attend a special meeting of StanCorp Financial Group, Inc. (“StanCorp,” the “Company,” “we,” “our” or “us”) shareholders to be held at the Portland Art Museum, Mark Building located at 1119 SW Park Avenue in Portland, Oregon, on Monday, November 9, 2015, at 11:00 a.m., Pacific time.

At the special meeting, you will be asked to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of July 23, 2015 (the “Merger Agreement”), under which StanCorp would be acquired by Meiji Yasuda Life Insurance Company (“Meiji Yasuda”). In addition, you will be asked to consider and vote on an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to our named executive officers in connection with the merger, including the agreements and understandings pursuant to which such compensation may be paid or become payable. You will also be asked to consider and vote on a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the Merger Agreement. We entered into the Merger Agreement on July 23, 2015. If the Merger Agreement is approved and the merger is completed, you, as a holder of StanCorp common stock, no par value per share, will be entitled to receive $115.00 in cash, without interest, less any applicable withholding taxes, for each share of StanCorp common stock owned by you at the consummation of the merger, and StanCorp will become a wholly-owned subsidiary of Meiji Yasuda.

After careful consideration, our board of directors has unanimously determined that the merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of StanCorp and its shareholders and unanimously recommends that you vote “FOR” the approval of the Merger Agreement, “FOR” the approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to StanCorp’s named executive officers in connection with the merger and “FOR” the adjournment of the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the Merger Agreement.

Your vote is very important, regardless of the number of shares of StanCorp common stock you own. We cannot consummate the merger unless the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of StanCorp common stock entitled to vote at the special meeting. Therefore, the failure of any shareholder to vote will have the same effect as a vote by that shareholder against the approval of the Merger Agreement.

The attached proxy statement provides you with detailed information about the special meeting, the Merger Agreement and the merger. A copy of the Merger Agreement is attached as Annex A to this document. We encourage you to read this document and the Merger Agreement carefully and in their entirety. You may also obtain more information about StanCorp from documents we have filed with the Securities and Exchange Commission.

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Thank you in advance for your continued support.

Sincerely,

J. Greg Ness

Chairman, President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated September 21, 2015 and is first being mailed to shareholders on or about September 24, 2015.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on Monday, November 9, 2015

To the Shareholders of StanCorp Financial Group, Inc.:

A special meeting of shareholders of StanCorp Financial Group, Inc., an Oregon corporation (“StanCorp,” the “Company,” “we,” “our” or “us”), will be held at the Portland Art Museum, Mark Building located at 1119 SW Park Avenue in Portland, Oregon, on Monday, November 9, 2015, at 11:00 a.m., Pacific time for the following purposes:

1. To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of July 23, 2015 (the “Merger Agreement”), among Meiji Yasuda Life Insurance Company, a mutual insurance company (seimei hoken sōgo-kaisha) organized under the laws of Japan (“Meiji Yasuda”), MYL Investments (Delaware) Inc. (“MYL Investments”), a Delaware corporation and a wholly-owned subsidiary of Meiji Yasuda, and StanCorp, as it may be amended from time to time, pursuant to which MYL Investments will merge with and into StanCorp.

2. To consider and vote on an advisory (non-binding) proposal to approve the compensation that may be paid or become payable to StanCorp’s named executive officers in connection with the merger, discussed under the section entitled “The Merger — Interests of StanCorp’s Directors and Named Executive Officers in the Merger — Golden Parachute Compensation” beginning on page 50.

3. To consider and vote on a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the Merger Agreement.

4. To consider and vote on such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.

Our board of directors has specified the close of business on September 14, 2015 as the record date for the purpose of determining the shareholders who are entitled to receive notice of, and to vote at, the special meeting. Only shareholders of record at the close of business on the record date are entitled to notice of and to vote at the special meeting and at any adjournment or postponement thereof. Each shareholder is entitled to one vote for each share of StanCorp common stock, no par value per share, held on the record date.

Regardless of whether you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy or submit your proxy by telephone or the internet prior to the special meeting to ensure that your shares will be represented at the special meeting. If you have internet access, we encourage you to submit your proxy via the internet. Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the approval of the Merger Agreement, “FOR” the approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to StanCorp’s named executive officers in connection with the merger and “FOR” the adjournment of the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the Merger Agreement. If you attend the special meeting, you may revoke your proxy and vote in person if you wish, even if you have previously returned your proxy card. Your prompt attention is greatly appreciated.

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THE STANCORP BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE MERGER AGREEMENT, “FOR” THE APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO STANCORP’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER AND “FOR” THE ADJOURNMENT OF THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF TO APPROVE THE MERGER AGREEMENT.

By Order of the Board of Directors,

Holley Y. Franklin

Corporate Secretary

September 21, 2015

Portland, Oregon

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ADDITIONAL INFORMATION

This document incorporates important business and financial information about StanCorp from documents that are not included in or delivered with this document. See “Where You Can Find More Information” on page 79. You can obtain documents incorporated by reference in this document by requesting them in writing or by telephone from Investor Relations, StanCorp Financial Group, Inc., PO Box 711, Portland, Oregon 97207, telephone (800) 378-8360, fax (971) 321-5037. You will not be charged for any of these documents that you request. If you wish to request documents, you should do so by October 30, 2015 in order to receive them before the special meeting.

For additional questions about the merger, assistance in submitting proxies or voting shares of StanCorp common stock, or additional copies of the proxy statement or the enclosed proxy card, please contact our proxy solicitor:

480 Washington Blvd., 26th Floor

Jersey City, NJ 07310

Banks, Brokers and Shareholders

Call Toll-Free (866) 628-6024

Or Contact via E-mail at:

stancorpfinancialgroup@georgeson.com

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers address briefly some commonly asked questions you may have regarding the special meeting and the merger. These questions and answers may not address all questions that may be important to you as a holder of shares of Common Stock. For important additional information, please refer to the more detailed discussion contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement.

Options. Each option that is outstanding at the effective time of the merger and has an exercise price per share of Common Stock that is less than $115.00 will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) the difference between $115.00 and the exercise price per share of such option and (ii) the total number of shares of Common Stock subject to such option.

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Restricted Stock Units. Each restricted stock unit that is outstanding at the effective time of the merger, whether or not vested, will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the total number of restricted stock units.

Performance Shares. Each performance share as to which the performance period has not lapsed, but which is still outstanding as of the effective time of the merger, will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the number of shares that would be issuable assuming achievement of the applicable performance conditions at target (or such higher level of performance as is contractually required), prorated to reflect the portion of the performance period completed through the effective date of the merger. To the extent that the performance period in respect to any performance share awards lapses prior to the effective time of the merger, but any shares earned with respect thereto have not been issued prior to the effective time of the merger, such award will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the number of shares that is determined to be payable based on performance during the completed performance period.

Employee Share Purchase Plan. Pursuant to the Merger Agreement, the then-current offering period under the Company’s Employee Share Purchase Plan will be deemed to end immediately prior to the effective time of the merger, and the amounts contributed by employees through such time will be notionally applied to the purchase of Common Stock pursuant to the terms of the offering, and the participants in such offering will receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the number of shares that were notionally purchased with the available employee contributions to the Company’s Employee Share Purchase Plan. Any cash balance remaining in a participant’s account thereafter because it is less than the amount required to purchase a full share of Common Stock will be returned to the participant.

Director Annual Stock Grants. Each annual stock grant awarded to each non-employee director that is outstanding at the effective time of the merger, whether or not vested, will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the total number of shares subject to the grant.

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If you are submitting your proxy by telephone or via the internet, your voting instructions must be received by 11:59 p.m. Eastern Time on November 8, 2015.

Submitting your proxy via the internet, by telephone or by mailing in your proxy card will not prevent you from voting in person at the special meeting. You are encouraged to submit a proxy by mail, via the internet or by telephone even if you plan to attend the special meeting in person to ensure that your shares of Common Stock are represented at the special meeting.

If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted “FOR” the approval of the Merger Agreement, “FOR” the approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to StanCorp’s NEOs in connection with the merger and “FOR” the adjournment of the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the Merger Agreement. With respect to any other matter that properly comes before the special meeting or any adjournment or postponement thereof, the persons appointed as proxies will vote the shares of Common Stock represented by the proxy as directed by the Board.

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In addition, because any shares of Common Stock you may hold in “street name” will be deemed to be held by a different shareholder than any shares you hold of record, shares held in “street name” will not be combined for voting purposes with shares you hold of record. To be sure your shares of Common Stock are voted, you should instruct your brokerage firm, bank, trust or other nominee to vote your shares. Shares of Common Stock held by a corporation or business entity must be voted by an authorized officer of the entity.

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Written notices of revocation and other communications with respect to the revocation of any proxies should be addressed to:

StanCorp Financial Group, Inc.

c/o Corporate Secretary’s Office

1100 SW Sixth Avenue

Portland, OR 97204

If you are a “street name” holder of Common Stock, you should contact your brokerage firm, bank, trust or other nominee to obtain instructions as to how to change or revoke your proxy.

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480 Washington Blvd., 26th Floor

Jersey City, NJ 07310

Banks, Brokers and Shareholders

Call Toll-Free (866) 628-6024

Or Contact via E-mail at:

stancorpfinancialgroup@georgeson.com

If your brokerage firm, bank, trust or other nominee holds your shares in “street name,” you should also call your brokerage firm, bank, trust or other nominee for additional information.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

Statements in this proxy statement, and in the documents to which we refer you in this proxy statement, that relate to future results and events are forward-looking based on the Company’s current expectations. Actual results and events in future periods may differ materially from those expressed or implied by these forward- looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include, but are not limited to: (1) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (2) the inability to complete the proposed merger due to the failure to obtain shareholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (3) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; (4) the effect of the announcement of the proposed merger on the Company’s relationships with its distributors, operating results and business generally; and (5) the outcome of any legal proceedings that have been or may be instituted against the Company and others relating to the Merger Agreement.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent the Company’s views as of the date on which such statements were made. The Company anticipates that subsequent events and developments will cause its views to change. However, although the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2014, which was filed with the Securities and Exchange Commission (“SEC”) on February 26, 2015, under the heading “Item 1A — Risk Factors,” and in subsequent reports on Forms 10–Q and 8–K filed with the SEC by the Company.

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THE SPECIAL MEETING

Date, Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to StanCorp shareholders as part of the solicitation of proxies by the Board for use at the special meeting to be held at the Portland Art Museum, Mark Building located at 1119 SW Park Avenue in Portland, Oregon, on Monday, November 9, 2015, at 11:00 a.m., Pacific time or at any postponement or adjournment thereof. The purpose of the special meeting is for StanCorp shareholders to consider and vote upon (i) the approval of the Merger Agreement, (ii) on an advisory (non-binding) basis, the compensation that may be paid or become payable to StanCorp’s NEOs that is based on or otherwise relates to the merger, (iii) the adjournment of the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger, and (iv) such other business as may properly come before the special meeting or any adjournment or postponement thereof. StanCorp shareholders must approve the Merger Agreement in order for the merger to occur. If StanCorp shareholders fail to approve the Merger Agreement, the merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A. You are urged to read the Merger Agreement in its entirety.

Record Date and Quorum

We have fixed the close of business on September 14, 2015 as the record date for the special meeting, and only holders of record of Common Stock on the record date are entitled to vote at the special meeting. As of the record date, there were 42,340,479 shares of Common Stock outstanding and entitled to vote. Once a share of Common Stock is represented at the special meeting, it will be counted for purposes of determining a quorum at the special meeting. However, if a new record date is set for an adjourned or postponed special meeting, then a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting.

Each share of Common Stock entitles its holder to one vote on all matters properly coming before the special meeting.

A majority of the shares of Common Stock issued, outstanding and entitled to vote at the special meeting constitutes a quorum for the special meeting. Shares of Common Stock represented at the special meeting but not voted, including shares of Common Stock for which proxies have been received but for which shareholders have abstained from voting, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

Required Votes

Vote for Approval of the Merger

You may vote FOR or AGAINST, or you may ABSTAIN from voting on, the proposal to approve the Merger Agreement. Consummation of the merger requires the approval of the Merger Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock entitled to vote at the special meeting. Therefore, if you abstain or fail to vote, it will have the same effect as a vote “AGAINST” the approval of the Merger Agreement.

Advisory (Non-Binding) Vote on Compensation

In accordance with Section 14A of the Exchange Act, StanCorp is required to provide its shareholders with the opportunity to cast an advisory (non-binding) vote on the compensation that may be paid or become payable to StanCorp’s NEOs in connection with the merger, the value of which is set forth in the tables herein. As required by Section 14A of the Exchange Act, StanCorp is asking its shareholders to vote on the approval of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to StanCorp’s named executive officers in connection with the merger, as disclosed in the tables under “The Merger — Interests of

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StanCorp’s Directors and Named Executive Officers in the Merger — Golden Parachute Compensation,” including the associated footnotes and narrative disclosure, is hereby APPROVED.”

The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to approve the Merger Agreement. Accordingly, you may vote to approve the Merger Agreement and vote not to approve the executive compensation, and vice versa. Because the vote on executive compensation paid or that may become payable in connection with the merger is advisory only, it will not be binding on either StanCorp or Meiji Yasuda. Accordingly, because StanCorp is contractually obligated to pay the compensation, if the Merger Agreement is approved and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory vote.

The advisory resolution on executive compensation payable to StanCorp’s NEOs in connection with the merger requires a quorum and the proposal must receive more votes in its favor than are cast against it.

Vote for Approval of an Adjournment of the Special Meeting

The Company’s shareholders are being asked to approve a proposal that will give us authority to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies in favor of the proposal to approve the Merger Agreement, if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement. If this adjournment proposal is approved, the special meeting could be adjourned to any date. In addition, the Board can postpone the special meeting before it commences, whether for the purpose of soliciting additional proxies or for other reasons. The Company does not intend to call a vote on this proposal if the proposal to approve the Merger Agreement is approved at the special meeting.

The vote on the adjournment proposal is a vote separate and apart from the vote on the proposal to approve the Merger Agreement. Accordingly, you may vote in favor of the proposal to approve the Merger Agreement and vote not to approve the adjournment proposal and vice versa.

The proposal to adjourn the special meeting requires a quorum and the proposal must receive more votes in its favor than are cast against it. If less than a majority of the outstanding shares entitled to vote is represented at the special meeting, holders of a majority of the shares so represented may also adjourn the meeting under StanCorp’s Bylaws.

Voting by StanCorp’s Directors and Executive Officers

As of September 14, 2015, the directors and executive officers of StanCorp beneficially owned in the aggregate approximately 354,748 shares of Common Stock entitled to vote at the special meeting or approximately 0.8% of the outstanding shares of Common Stock. We currently expect that each of these individuals will vote all of his or her shares of Common Stock in favor of each of the proposals to be presented at the special meeting, although none of them is obligated to do so.

Voting, Proxies and Revocation

Invitation to Special Meeting

All holders of shares of Common Stock as of the close of business on the record date, including shareholders of record and beneficial owners of Common Stock registered in the “street name” of a bank, broker or other nominee, are invited to attend the special meeting. If you are a shareholder of record, please be prepared to provide proper identification, such as a driver’s license. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your bank, broker or other nominee or other similar evidence of ownership, along with proper identification.

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Voting in Person

Shareholders of record will be able to vote in person at the special meeting. If you are not a shareholder of record, but instead hold your shares of Common Stock in “street name” through a bank, broker or other nominee, you must provide a proxy executed in your favor from your bank, broker or other nominee in order to be able to vote in person at the special meeting.

Providing Voting Instructions by Proxy

To ensure that your shares of Common Stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Proxy Vote by Shareholders of Record

If you are a shareholder of record of your shares of Common Stock and you submit a proxy by telephone or the internet or by returning a signed and dated proxy card by mail that is received by StanCorp at any time prior to the closing of the polls at the special meeting, your shares will be voted at the special meeting as you indicate. If you sign your proxy card without indicating your vote, your shares will be voted “FOR” the approval of the Merger Agreement, “FOR” the approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to StanCorp’s NEOs in connection with the merger and “FOR” the adjournment of the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the Merger Agreement, and in accordance with the recommendations of the Board on any other matters properly brought before the special meeting, or at any adjournment or postponement thereof, for a vote.

Vote of Shares of Common Stock Held in “Street Name”

If your shares of Common Stock are held in “street name,” you will receive instructions from your brokerage firm, bank, trust or other nominee that you must follow in order to have your shares of Common Stock voted. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker. Brokers who hold shares of Common Stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine,” such as approval of the Merger Agreement, without specific instructions from the beneficial owner. If the broker or nominee cannot vote on the proposal because it is non-routine, there is a “broker non-vote” on that proposal. Broker non-votes will not be counted for quorum purposes because all of the matters being considered at the meeting are “non-routine.” Broker non-votes will count as votes “AGAINST” the proposal to approve the Merger Agreement. Broker non-votes will not be counted as votes for or against the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to StanCorp’s NEOs in connection with the merger or the adjournment of the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the Merger Agreement. If your broker or other nominee holds your shares of Common Stock in “street name,” your broker or other nominee will vote your shares only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker with this proxy statement.

Deadline to Vote by Proxy

Proxies received by StanCorp at any time prior to the closing of the polls at the special meeting, in the case of proxies submitted by using proxy cards, or 11:59 p.m. Eastern time on November 8, 2015, in the case of proxies submitted by telephone or internet, that have not been revoked or superseded before being voted, will be voted at the special meeting.

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Revocation of Proxy

If you are a shareholder of record of your shares of Common Stock, you have the right to change or revoke your proxy at any time before the vote is taken at the special meeting:

Written notices of revocation and other communications with respect to the revocation of any proxies should be addressed to:

StanCorp Financial Group, Inc.

c/o Corporate Secretary’s Office

1100 SW Sixth Avenue

Portland, OR 97204

If you are a “street name” holder of Common Stock, you may change your vote by submitting new voting instructions to your brokerage firm, bank, trust or other nominee. You must contact your brokerage firm, bank, trust or other nominee to obtain instructions as to how to change or revoke your proxy.

Abstentions

An abstention occurs when a shareholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of Common Stock represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the approval of the Merger Agreement. Abstentions will not be counted in determining the votes in favor of or against the approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to StanCorp’s NEOs in connection with the merger, the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies, or, in accordance with the recommendations of the Board, any other matters properly brought for a vote before the special meeting, or at any adjournment or postponement thereof.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. In the event that there is present, in person or by proxy, sufficient favorable voting power to secure the vote of the shareholders of the Company necessary to approve the Merger Agreement, the Company does not anticipate that it will adjourn or postpone the special meeting unless it is advised by counsel that such adjournment or postponement is necessary under applicable law to allow additional time for any disclosure.

The special meeting may be adjourned by a resolution of the Board or by the affirmative vote of more shareholder votes in favor of a proposal to adjourn the meeting than are cast against it. If less than a majority of the outstanding shares of Common Stock entitled to vote is represented at the special meeting, holders of a majority of the shares so represented may also adjourn the meeting under StanCorp’s Bylaws.

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Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow the Company’s shareholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

Solicitation of Proxies

This solicitation of proxies is being made by StanCorp and the cost of this solicitation is being borne by StanCorp. We have retained Georgeson Inc. (“Georgeson”), a professional proxy solicitation firm, to assist in the solicitation of proxies for the special meeting for a fee of approximately $8,500, plus reimbursement of reasonable out-of-pocket expenses. Georgeson’s employees and our directors, officers and employees may solicit the return of proxies by personal contact, mail, electronic mail, facsimile, telephone or the internet. Georgeson expects that approximately 50 of its employees will assist in the solicitation.

Questions and Additional Information

If you have questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call our proxy solicitor, Georgeson, toll-free at (866) 628-6024 or via email at stancorpfinancialgroup@georgeson.com.

List of Shareholders

A list of our shareholders entitled to vote at the special meeting will be available for inspection for any purpose germane to the special meeting at our principal executive offices at least ten days prior to the date of the special meeting and continuing through the special meeting. The list will also be available at the special meeting for inspection by any shareholder present at the special meeting.

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THE COMPANIES

StanCorp Financial Group, Inc.

StanCorp Financial Group, Inc. is an Oregon corporation with Common Stock listed and traded on the NYSE under the ticker symbol “SFG.” StanCorp, through its subsidiaries — Standard Insurance Company, The Standard Life Insurance Company of New York, Standard Retirement Services, Inc., StanCorp Mortgage Investors, LLC, StanCorp Investment Advisers, Inc., StanCorp Real Estate, LLC, and StanCorp Equities, Inc. — marketed as The Standard, is a leading provider of financial products and services. StanCorp’s subsidiaries offer group and individual disability insurance, group life and accidental death and dismemberment insurance, group dental and group vision insurance, absence management services, retirement plans products and services, individual annuities, and origination and servicing of fixed-rate commercial mortgage loans. StanCorp’s principal offices are located at 1100 SW Sixth Avenue, Portland, Oregon 97204, and its telephone number is (971) 321-7000. StanCorp’s Investor Relations website is www.stancorpfinancial.com. The information provided on StanCorp’s website is not part of this proxy statement and is not incorporated herein by reference.

Meiji Yasuda Life Insurance Company

Meiji Yasuda Life Insurance Company (“Meiji Yasuda”) is a mutual insurance company (seimei hoken sōgo-kaisha) organized under the laws of Japan and is the oldest and third largest life insurance company in Japan. It provides a variety of group and individual life insurance products, bancassurance, and group annuity products in Japan. It also has insurance operations in the United States, Poland, China, Indonesia, and Thailand. Meiji Yasuda is headquartered at 1-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-0005, and its telephone number is +81-3-3283-8293. Meiji Yasuda’s English website is www.meijiyasuda.co.jp/english/. The information provided on Meiji Yasuda’s English website is not part of this proxy statement and is not incorporated herein by reference.

MYL Investments (Delaware) Inc.

MYL Investments is a Delaware corporation and a wholly-owned subsidiary of Meiji Yasuda with principal offices at 1-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-0005, and its telephone number is +81-3-3283-8293. It was formed solely for the purpose of entering into the Merger Agreement and consummating the transactions contemplated by the Merger Agreement.

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THE MERGER

Background of the Merger

The Board and senior management of StanCorp periodically review the Company’s long-term strategic plan with the goal of enhancing shareholder value.

In December 2012, a representative of an investment bank (“Bank A”) contacted Jeffrey J. Hallin, Vice President, Investor Relations and Capital Markets of the Company, to set up a meeting between Mr. Hallin and other executives of the Company and representatives of Meiji Yasuda. Bank A was representing Meiji Yasuda in connection with its evaluation of partnership opportunities with insurance companies in the United States.

On February 7, 2013, J. Greg Ness, Chairman, President and Chief Executive Officer of the Company, Floyd F. Chadee, Senior Vice President and Chief Financial Officer of the Company, and Mr. Hallin met with representatives of Meiji Yasuda and Bank A at the Company’s headquarters. During the meeting the representatives of Meiji Yasuda explained that Meiji Yasuda was evaluating the possibility of partnering with an insurance company in the United States to expand its overseas insurance business. They said they were visiting several life insurance companies in the United States on their trip.

On June 13, 2013, during a trip to New York for an investor conference, Mr. Chadee and Mr. Hallin met with representatives of Bank A for a routine capital markets update. At the end of the meeting, Mr. Chadee asked about Meiji Yasuda’s earlier visit to the United States. The representative from Bank A said there had been a recent announcement on changes in the senior leadership at Meiji Yasuda and he had not heard about any developments following Meiji Yasuda’s February visit.

In June 2014, a representative of Meiji Yasuda contacted Mr. Hallin requesting a meeting in August to reintroduce Meiji Yasuda to members of StanCorp management and to learn more about StanCorp.

On August 28, 2014, Mr. Ness, Mr. Chadee and Mr. Hallin met with representatives of Meiji Yasuda at the Company’s headquarters to exchange information about the two companies. The representatives of Meiji Yasuda described their company and the group life insurance business in Japan. They also described Meiji Yasuda’s mid-term business plan, which focused on increasing the company’s overseas insurance business. During the discussion, the Meiji Yasuda representatives informed the StanCorp representatives that they were evaluating potential investments in U.S. companies and identifying potential partners. At the end of the meeting the representatives of Meiji Yasuda said they wanted to meet again in the future and cultivate a relationship between the two companies.

On October 3, 2014, a representative of Meiji Yasuda contacted Mr. Hallin to request a meeting between senior executives of the Company and representatives of Meiji Yasuda to discuss the life insurance industry in the United States and Japan.

On October 16, 2014, Mr. Ness contacted Goldman Sachs to discuss the current M&A environment and to enquire as to services Goldman Sachs could offer if the Company were approached by a potential buyer.

On November 13, 2014, Mr. Ness, Mr. Chadee and Mr. Hallin met with representatives of Meiji Yasuda at the Company’s headquarters. Representatives of Meiji Yasuda said that Meiji Yasuda’s medium-term business plan contemplated increasing the percentage of Meiji Yasuda’s net income derived from overseas insurance business. Representatives of Meiji Yasuda observed that the two companies shared a similar culture and asked whether StanCorp would be interested in a partnership with Meiji Yasuda. Mr. Ness outlined a potential partnership structure based on an existing partnership between StanCorp and another company pursuant to which StanCorp underwrites and services certain insurance products marketed under a third-party name. Mr. Ness asked representatives of Meiji Yasuda what kind of partnership they were contemplating. The representatives of Meiji

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Yasuda indicated that Meiji Yasuda was interested in acquiring the Company. Mr. Ness was surprised, as the discussions between Meiji Yasuda and StanCorp had thus far been preliminary in nature and focused on a potential partnership rather than an acquisition. Mr. Ness asked whether Meiji Yasuda had spoken with other companies in the United States. Representatives of Meiji Yasuda indicated that Meiji Yasuda had evaluated other companies in the United States and visited a few companies, but was most interested in pursuing a transaction with StanCorp. Mr. Ness told the Meiji Yasuda representatives that StanCorp was not seeking a sale transaction, but that the Board would review any acquisition proposal it received in accordance with the exercise of its fiduciary duties.

On November 18, 2014, Mr. Ness received a letter from Meiji Yasuda requesting a dinner meeting in Portland between representatives of Meiji Yasuda and representatives of StanCorp. A dinner was subsequently arranged for December 11, 2014.

Also on November 18, 2014, representatives of Goldman Sachs met with Mr. Ness, Mr. Chadee and Mr. Hallin in Portland. Representatives from Goldman Sachs provided information on services offered by Goldman Sachs if StanCorp were to be approached by a potential buyer.

On December 5, 2014, during a regularly scheduled offsite strategy meeting, the Board met. Mr. Ness recapped for the Board previous meetings that were held with Meiji Yasuda, including Meiji Yasuda’s comment that it was interested in acquiring StanCorp. He then discussed the upcoming dinner meeting scheduled with representatives of Meiji Yasuda.

On December 11, 2014, Mr. Ness, Mr. Chadee and Mr. Hallin met with representatives of Meiji Yasuda for dinner. One of the representatives stated that Meiji Yasuda remained interested in a potential transaction to acquire StanCorp. He reiterated that one of the goals outlined in Meiji Yasuda’s medium-term business plan was increasing the percentage of Meiji Yasuda’s earnings derived from overseas insurance business. He explained that part of Meiji Yasuda’s rationale for acquiring StanCorp was to achieve this objective. The representative of Meiji Yasuda also explained that Meiji Yasuda was focused on StanCorp because of the Company’s strong management team, its range of products and the similar cultures of the two companies. He indicated that Meiji Yasuda was considering submitting a non-binding letter of intent to the Board after StanCorp’s earnings release at the end of January. Mr. Ness reiterated to the Meiji Yasuda representative that StanCorp was not seeking a sale transaction, but that the Board would review any acquisition proposal it received in accordance with the exercise of its fiduciary duties. Mr. Ness added that the Board would be focused on ensuring the best outcome for StanCorp’s shareholders.

During the week of December 12, 2014, Mr. Ness spoke with each Board member to inform them of the dinner conversation. He reported that there would be no further discussion with Meiji Yasuda until after the fourth quarter earnings release.

On December 18, 2014, Holley Y. Franklin, Vice President, Corporate Secretary and Associate Counsel of the Company, contacted Debevoise & Plimpton LLP (“Debevoise”), and informed representatives of Debevoise that a party had expressed interest in acquiring StanCorp.

On January 9, 2015, the Company retained Milliman, Inc. (“Milliman”) to act as the Company’s actuarial advisor. Meiji Yasuda subsequently also engaged Milliman to act as its actuarial advisor. Both the Company and Meiji Yasuda were aware of and waived this conflict and two separate teams within Milliman advised the Company and Meiji Yasuda.

Also on January 9, 2015, a representative of Meiji Yasuda contacted Mr. Hallin requesting an in-person meeting sometime in mid-February. Mr. Hallin said that due to conflicts with scheduled Board meetings and an upcoming Form 10-K filing, StanCorp representatives would not be available to meet until February 26. A meeting was scheduled between representatives of Meiji Yasuda and representatives of StanCorp in Portland on February 26.

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On January 22, 2015 representatives of Debevoise and Stoel Rives LLP (“Stoel Rives”), the Company’s Oregon counsel, met with certain members of StanCorp management to prepare for the upcoming February 2 Board meeting, to discuss Meiji Yasuda’s request for a meeting on February 26 and to discuss fiduciary duties of StanCorp’s directors if Meiji Yasuda submitted a proposal to acquire StanCorp.

On February 2, 2015, a special meeting of the Board was conducted by teleconference. Also participating in the meeting were Mr. Chadee, Ms. Franklin and Mr. Hallin, as well as representatives of Debevoise and Stoel Rives. Debevoise and Stoel Rives provided an overview of the fiduciary duties of StanCorp’s directors when evaluating a proposed acquisition of the Company.

Following the presentation by Debevoise and Stoel Rives, members of management provided an update on discussions with Meiji Yasuda. Management reviewed with the Board the correspondence with Meiji Yasuda over the past few months and meetings between Meiji Yasuda and StanCorp that had taken place to date, which Mr. Ness had previously discussed with the members of the Board. The Board also reviewed information about Meiji Yasuda and the dynamics of the Japanese insurance industry in general. Mr. Ness informed the Board that he expected to receive an acquisition proposal from Meiji Yasuda at the February 26 meeting. After discussion, the Board determined that if Mr. Ness should receive any such proposal at the February 26 meeting, the Board would convene telephonically on February 27 to discuss the proposal and to consider next steps.

On February 13 and 17, 2015, Mr. Ness, Mr. Chadee, Robert M. Erickson, Vice President, Controller and Treasurer, Sally A. Manafi, Vice President and Corporate Actuary, Mr. Hallin, and representatives of Goldman Sachs met telephonically and in person to conduct preliminary due diligence and discuss the Company’s financial projections and next steps.

On February 26, 2015, Mr. Ness, Mr. Chadee and Mr. Hallin met with representatives of Meiji Yasuda at an offsite location in Portland. At the meeting, representatives of Meiji Yasuda presented Mr. Ness with an unsolicited non-binding proposal to acquire StanCorp in an all-cash transaction at a purchase price of $85.00 per share (the “February 26 Proposal”). The letter noted that the final price would be subject to confirmation following a 60-day due diligence and exclusivity period. On February 25, 2015, the closing price of StanCorp’s Common Stock was $66.77 per share. The letter also noted that Meiji Yasuda had retained Morgan Stanley (acting together with Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., collectively “Morgan Stanley”) as its financial advisor, Baker & McKenzie LLP (“Baker & McKenzie”) as its legal advisor, Milliman as its actuarial advisor and PricewaterhouseCoopers LLP (“PWC”) as its accounting advisor.

Mr. Ness informed the representatives of Meiji Yasuda that he would present the letter to the Board, and that the Board would evaluate the proposal in accordance with its fiduciary duties. Representatives of Meiji Yasuda requested an in-person meeting to discuss the Board’s response. Mr. Ness agreed to an in-person meeting after the Board had sufficient time to review and evaluate the proposal.

On February 27, 2015, a special meeting of the Board was held via teleconference to discuss the February 26 Proposal, in which Mr. Chadee, Ms. Franklin and Mr. Hallin participated. Representatives of Debevoise and Stoel Rives also participated via teleconference. Mr. Ness reported to the Board on the meeting with Meiji Yasuda the previous day. The Board discussed the February 26 Proposal, including the proposed price, the request for a period of exclusivity, Meiji Yasuda’s potential plans for StanCorp, and potential next steps. After discussion, the Board determined that it would reconvene telephonically on March 6, 2015 to review and discuss additional information and to consider and determine its response to the February 26 Proposal.

On March 6, 2015, a special meeting of the Board was held via teleconference to discuss the February 26 Proposal, in which Mr. Chadee, Ms. Franklin and Mr. Hallin participated. Representatives from Debevoise and Stoel Rives participated via teleconference. Mr. Chadee and Mr. Hallin presented to the Board management’s perspective on the Company’s valuation. Mr. Chadee and Mr. Hallin reviewed with the Board certain projections prepared by management as to the Company’s future financial performance, including the management plan as

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described under “The Merger — Financial Projections — Management Plan and Alternate Scenarios” (the “Management Plan”) and a set of alternative financial projections based on the Management Plan as described under “The Merger — Financial Projections — Management Plan and Alternate Scenarios” (the “Alternate Scenarios”). Mr. Chadee and Mr. Hallin then reviewed illustrative valuations based on price to earnings and price to book value multiples, using both the Management Plan and the Alternate Scenarios, as well as illustrative valuations based on selected comparable transaction premia. Mr. Chadee and Mr. Hallin compared those illustrative valuations to the valuation of the Company represented in the February 26 Proposal.

Following the presentation by Mr. Chadee and Mr. Hallin, representatives from Goldman Sachs joined the meeting by teleconference and reviewed with the Board Goldman Sachs’ preliminary financial analysis of the February 26 Proposal using the Management Plan, the Alternate Scenarios and median Institutional Brokers’ Estimate System (“IBES”) expectations. Representatives of Goldman Sachs also noted that Goldman Sachs had not yet reviewed an actuarial appraisal of StanCorp. Representatives of Goldman Sachs then discussed a number of other parties that could potentially be interested in a strategic transaction involving StanCorp.

Following the presentation by representatives of Goldman Sachs, all members of management and outside advisors were excused from the meeting and the Board met in an executive session to discuss the February 26 Proposal and the information that was presented by management and representatives of Goldman Sachs. Following discussion, the Board determined that the February 26 Proposal was not sufficiently compelling to warrant granting Meiji Yasuda an exclusivity period or access to nonpublic information. The Board authorized Mr. Ness to decline the February 26 Proposal.

On March 9, 2015, Mr. Ness contacted a representative of Meiji Yasuda and said the offer was not sufficient for the Board to authorize further discussions or offer access to confidential information. Mr. Ness sent an email to the Board describing his conversation with the representation of Meiji Yasuda and his rejection of Meiji Yasuda’s offer.

On March 12, 2015, a representative of Meiji Yasuda contacted Mr. Hallin to arrange for a call between Mr. Ness and a representative of Meiji Yasuda. The call was scheduled for March 16, 2015.

On March 16, 2015, Mr. Ness spoke with a representative of Meiji Yasuda by telephone. On the call, the Meiji Yasuda representative proposed a revised non-binding proposal to acquire StanCorp in an all-cash transaction at a purchase price of $88.00 per share. All of the other terms and assumptions of the February 26 Proposal remained the same. Mr. Ness informed the Meiji Yasuda representative that he believed that the increase in the purchase price would not likely be sufficient for the Board to change its position and reiterated that the Company was not seeking a sale transaction. On March 16, 2015, the closing price of Common Stock was $68.81 per share.

On March 20, 2015, a representative of Meiji Yasuda contacted Mr. Hallin to arrange a call between Mr. Ness and a representative of Meiji Yasuda. The call was scheduled for March 23.

On March 23, 2015, Mr. Ness had a telephone conversation with a representative of Meiji Yasuda. The Meiji Yasuda representative proposed a revised non-binding proposal to acquire StanCorp in an all-cash transaction at an indicative purchase price range of $93.00-$95.00 per share. All of the other terms and assumptions of the February 26 Proposal remained the same. Meiji Yasuda subsequently detailed the terms of its offer in a letter submitted to the Board on March 24 (the “March 24 Proposal”). On March 23, 2015, the closing price of Common Stock was $68.43 per share.

On March 27, 2015, a special meeting of the Board was held via teleconference to discuss the March 24 Proposal. Also participating were Mr. Chadee, Ms. Franklin, Mr. Hallin and representatives of Debevoise, Stoel Rives and Goldman Sachs. Mr. Ness reported his March 23 telephone conversation with a representative of Meiji Yasuda. Representatives of Goldman Sachs then provided a brief overview of the March 24 Proposal and reviewed with the Board Goldman Sachs’ financial analysis of the proposal.

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Representatives of Goldman Sachs also reported on a call between representatives of Goldman Sachs and representatives of Morgan Stanley, prior to the submission of the March 24 Proposal. On the call, representatives of the two banks discussed Goldman Sachs’ view that there was likely to be strong interest shown from other parties regarding an acquisition of StanCorp, given the desirability of StanCorp as an acquisition target. A representative of Goldman Sachs reviewed with the Board a financial analysis of certain other potential acquirers that might be interested in acquiring StanCorp.

All members of management, outside counsel and representatives of Goldman Sachs were then excused from the meeting and the Board met in an executive session. They discussed the revised proposal and the information that was presented. Following discussion, the Board determined that the March 24 Proposal was not sufficiently compelling to justify a diligence period or an exclusivity arrangement. The Board authorized Mr. Ness to decline the March 24 Proposal. The Board also authorized representatives of Goldman Sachs to have additional discussions with Morgan Stanley regarding the Company’s valuation.

On March 30, 2015, Mr. Ness contacted a representative of Meiji Yasuda to inform him that the Board had declined Meiji Yasuda’s March 24 Proposal. Mr. Ness informed the Meiji Yasuda representative that the Board and StanCorp management would be occupied preparing first quarter earnings results over the coming weeks and therefore the companies should not have any further discussions until after StanCorp released its first quarter earnings results on April 23.

On April 24, 2015, a representative of Meiji Yasuda contacted Mr. Hallin to arrange a call between Mr. Ness and a representative of Meiji Yasuda. The call was scheduled for April 30.

On April 30, 2015, Mr. Ness had a telephone conversation with a representative of Meiji Yasuda. The Meiji Yasuda representative proposed a revised non-binding proposal to acquire StanCorp in an all-cash transaction at a purchase price of $100.00 per share. All of the other terms and assumptions of the February 26 Proposal would remain the same. Meiji Yasuda subsequently detailed the terms of its offer in a letter submitted to the Board on May 1 (the “May 1 Proposal”). On April 30, 2015, the closing price of Common Stock was $72.08 per share.

On May 8, 2015, a special meeting of the Board was held at an offsite location in Portland with one member of the Board participating via teleconference. Mr. Chadee, Ms. Franklin and Mr. Hallin and representatives of Debevoise also participated in the meeting. Ms. Manafi and representatives of Milliman and Goldman Sachs joined for portions of the meeting. Representatives of Debevoise reviewed with the Board its fiduciary duties in connection with evaluating a proposed acquisition of the Company and provided an overview of various alternatives available to the Board with respect to structuring a sale process, including pre-signing market check options, post-signing market check options and relevant Merger Agreement terms.

Following the Debevoise presentation, Mr. Chadee reviewed with the Board the Alternate Scenarios. Mr. Chadee compared the Alternate Scenarios to the Management Plan and led a detailed discussion of several underlying assumptions, including improvements in overall economic conditions and interest rates as well as potential cost reductions that could be implemented by StanCorp.

Representatives from Milliman and Ms. Manafi joined the meeting to discuss the methodology of the valuation work Milliman had performed in generating an actuarial appraisal of the Company. They discussed various discount rates and sensitivity tests used in the appraisal. After responding to questions from the Board on the valuation and appraisal process, the representatives from Milliman and Ms. Manafi left the meeting.

Representatives from Goldman Sachs joined the meeting and provided an overview of the evolution of the proposals made by Meiji Yasuda to date and a summary of key terms of the May 1 Proposal. They reviewed with the Board Goldman Sachs’ preliminary financial analysis of the May 1 Proposal. Representatives of Goldman Sachs discussed with the Board potential alternative buyers.

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Mr. Ness then provided a summary of his April 30, 2015 telephone conversation with Meiji Yasuda. The Board discussed the May 1 Proposal and addressed various questions to its advisors. All members of management and outside counsel were then excused from the meeting and the Board met. They discussed the May 1 Proposal and the information that was presented by management and the Board’s outside advisors. The Board determined that it would continue to evaluate the May 1 Proposal at an upcoming quarterly Board meeting, scheduled for May 12, 2015. Mr. Ness was excused from the meeting and the remaining members of the Board met.

On May 12, 2015, at a regularly scheduled Board meeting, the Board continued its discussion of the May 1 Proposal. The Board reviewed the management projections and the presentations by Debevoise, Milliman and representatives of Goldman Sachs. The Board discussed, among other things, the Management Plan as well as the various proposals received from Meiji Yasuda and the increase in price from the initial February 26 Proposal to the current May 1 Proposal. Mr. Ness was excused from the meeting and the remaining members of the Board met. The Board determined that while the May 1 Proposal was a serious and credible offer and represented a meaningful increase relative to Meiji Yasuda’s initial proposal, it was still not sufficiently compelling to warrant granting Meiji Yasuda an exclusivity period or the opportunity to conduct extensive due diligence. However, the Board was of the view that it would be appropriate to provide Meiji Yasuda and its advisors with an opportunity to review certain actuarial materials in order to better understand the Company’s valuation and to submit a proposal that would be in the best interests of the Company’s shareholders. Mr. Ness was then asked to rejoin the meeting and the Board authorized him to meet with representatives of Meiji Yasuda in order to continue discussions regarding a potential transaction and offer Meiji Yasuda an opportunity to review certain actuarial material, pursuant to the appropriate confidentiality agreements.

On May 14, 2015, Mr. Ness contacted representatives from Meiji Yasuda to discuss executing a confidentiality agreement and to set up an in-person meeting with representatives from StanCorp’s management. The parties executed a confidentiality agreement effective on May 14, 2015.

On May 24, 2015, Mr. Ness, Mr. Chadee and Mr. Hallin met with representatives of Meiji Yasuda in Tokyo. Mr. Ness informed Meiji Yasuda that the Board considered the May 1 Proposal to be a very serious offer. However, Mr. Ness explained that the Board was not seeking a sale and did not think that Meiji Yasuda sufficiently valued the Company. Mr. Ness noted that the Board had authorized him to provide Meiji Yasuda with certain actuarial materials, which the Board believed would provide Meiji Yasuda with a more informed view of the Company’s valuation. Mr. Ness, Mr. Chadee and Mr. Hallin discussed next steps and timing considerations with representatives of Meiji Yasuda. On May 26, 2015, copies of certain actuarial materials were sent to Meiji Yasuda.

On June 1, 2015, a representative of Meiji Yasuda contacted Mr. Hallin to arrange an in-person meeting in Portland on June 12.

On June 8, 2015, at the direction of the Company’s management, representatives of Goldman Sachs met telephonically with representatives of Morgan Stanley. On the call, representatives of Goldman Sachs reviewed with representatives of Morgan Stanley certain other potential acquirers that might be interested in acquiring StanCorp.

On June 12, 2015, Mr. Ness, Mr. Chadee and Mr. Hallin met with representatives of Meiji Yasuda in Portland at an offsite location. The representatives of Meiji Yasuda asked that Mr. Ness discuss (i) StanCorp’s three-year business plan, (ii) a price per share that would be acceptable to the Board and (iii) the transaction process should the Board decide to accept Meiji Yasuda’s subsequent offer. Mr. Ness provided a presentation that summarized StanCorp’s planning process, business unit strategies and the assumptions used in preparing the Management Plan. Mr. Ness said that the Board was not seeking a sale of StanCorp, but that any acquisition proposal acceptable to the Board would have to sufficiently value the Company and be on terms that ensure the best outcome for the Company’s shareholders. The representatives from Meiji Yasuda asked if an offer of $110.00 per share would be high enough for the Board to consider an offer. Mr. Ness said that he believed other companies might be willing to pay more than $110.00 per share if they were given an opportunity.

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On June 13, 2015, Mr. Ness, Mr. Chadee and Mr. Hallin reconvened in a meeting with representatives of Meiji Yasuda in Portland at an offsite location. The representatives of Meiji Yasuda asked a number of questions about growth assumptions in the Management Plan. The representatives from Meiji Yasuda again asked Mr. Ness if $110.00 per share would be accepted by the Board. Mr. Ness said that if StanCorp’s Board proceeded at $110.00 per share, other companies might be willing to pay more than $110.00 per share if they were given an opportunity. Mr. Ness then suggested that maybe Meiji Yasuda and StanCorp should take a break from these discussions and talk again later in the year. After a brief discussion, the representatives from Meiji Yasuda informed Mr. Ness, Mr. Chadee and Mr. Hallin that Meiji Yasuda planned to present a best and final offer to the Board of $115.00 per share, subject to completion of due diligence and a period of exclusivity to reach a definitive agreement. Mr. Ness noted the price was attractive, but he was not certain whether the Board would consider it sufficient. The parties then discussed timing and potential next steps if the Board were to accept the revised proposal from Meiji Yasuda.

On June 15, 2015, Mr. Ness received a phone call from a representative of Meiji Yasuda, who informed him that Meiji Yasuda was submitting a best and final non-binding final proposal to acquire StanCorp in an all-cash transaction at a purchase price of $115.00 per share (the “June 15 Proposal”). All of the other terms and assumptions of the February 26 Proposal would remain the same. On June 12, 2015, the closing price of Common Stock was $77.47 per share.

On June 16, 2015, the Board held an in-person meeting in Portland to evaluate the June 15 Proposal. Also present were Mr. Chadee, Ms. Franklin and Mr. Hallin and representatives from Debevoise. Mr. Hallin and Mr. Chadee provided an overview of the matters discussed at the June 12 and June 13, 2015 meetings with representatives of Meiji Yasuda. Representatives of Goldman Sachs joined a portion of the meeting via teleconference and provided a summary of the proposals made by Meiji Yasuda to date and a summary of key terms of the June 15 Proposal. Representatives of Goldman Sachs reviewed with the Board its preliminary financial analysis of the June 15 Proposal. Following the Goldman Sachs presentation, representatives of Debevoise reviewed with the members of the Board their fiduciary duties as directors and outlined key process considerations. Debevoise addressed certain questions raised by the Board with respect to the potential advantages and disadvantages of pre-signing and post-signing market checks.

All members of management and outside counsel were then excused from the meeting and the Board met in an executive session. The Board discussed the June 15 Proposal and the information that was presented by management and the Board’s outside advisors. After discussion, the Board authorized Mr. Ness to inform Meiji Yasuda that the Board would be willing to grant Meiji Yasuda an exclusivity period through July 23, 2015 in which to conduct due diligence and negotiate the terms of a transaction subject to two conditions: (i) Meiji Yasuda would have to confirm by June 30, 2015 that the deal price would be $115.00 per share and (ii) the Merger Agreement would provide a meaningful opportunity for a post-signing market check.

Later that day, Mr. Ness informed a representative of Meiji Yasuda of the Board’s decision and conditions. Meiji Yasuda subsequently informed Mr. Ness that it agreed to proceed under the conditions set forth by the Board. An exclusivity agreement through July 23, 2015 was executed on June 17, 2015 and a data room was made available to Meiji Yasuda on June 18, 2015.

On June 18, 2015, Meiji Yasuda confirmed the $115.00 deal price in a reaffirmation letter to the Board.

On June 23, 2015, StanCorp delivered a draft Merger Agreement to Meiji Yasuda.

On June 26, 27 and 28, 2015, StanCorp held due diligence sessions in Seattle, Washington with Meiji Yasuda and its representatives (including Morgan Stanley, Baker & McKenzie, Milliman, PWC, Goldberg Segalla, Meiji Yasuda’s U.S. regulatory counsel, and Mercer, Meiji Yasuda’s human resources consultant), at which representatives of Debevoise, Milliman and Goldman Sachs were also present.

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On June 27, 2015, Mr. Ness and Mr. Chadee met with representatives of Meiji Yasuda to discuss post-merger integration. Draft documents concerning the post-merger management and governance of the Company were provided to Mr. Ness by representatives of Meiji Yasuda. A high-level conversation took place regarding the information contained in the documents and it was agreed that a more detailed discussion would be postponed to a later time.

Also on June 27, 2015, Mr. Ness met with representatives from Mercer to discuss the retention and compensation of the members of the Company’s management committee and six key officers of StanCorp (the “Specified Officers”), and the disposition of their change of control agreements with the Company. The retention of other key employees was discussed as well.

On July 1, 2015, representatives of Baker & McKenzie sent representatives of Debevoise a markup of the Merger Agreement which, among other things, proposed (i) a shortened go-shop period (in which the Company would have only 14 days after signing of the merger agreement to solicit alternative proposals, followed by a 15-day negotiation period), (ii) a 10-business day match period (with subsequent match periods of five business days) for Meiji Yasuda, (iii) a termination fee of $125 million or $200 million, as applicable, and (iv) that each director and executive officer of the Company enter into a voting agreement committing them to vote in favor of the merger.

On July 6 and 7, 2015, certain members of StanCorp’s management and representatives of Debevoise met with representatives of Meiji Yasuda and Baker & McKenzie in Seattle to negotiate the Merger Agreement. The parties held numerous discussions regarding the terms of the transaction.

On July 10, 2015, representatives of Debevoise sent a revised draft of the Merger Agreement to representatives of Baker & McKenzie which, among other things, reflected the parties’ negotiations in Seattle that there would be (i) a 25-day go-shop period, followed by a 20-day negotiation period, (ii) a five-business day match period (with subsequent match periods of three business days) for Meiji Yasuda, (iii) a termination fee of $90 million or $180 million, as applicable, and (iv) no voting agreement. The parties continued to negotiate the terms of the Merger Agreement over the course of the following weeks.

On July 16, 2015, a special meeting of the Board was held via teleconference. Also participating were Mr. Chadee, Ms. Franklin and Mr. Hallin and representatives of Debevoise. Representatives of Goldman Sachs joined a portion of the meeting via teleconference. Representatives of Debevoise reported on the progress of the discussions and negotiations between the parties regarding the Merger Agreement. Representatives of Debevoise reviewed with the Board certain key terms of the Merger Agreement, including the provisions related to the post-signing market check. Representatives of Debevoise discussed the Board’s fiduciary duties with respect to any competing proposals submitted following the execution of the Merger Agreement. Representatives of Goldman Sachs discussed their view that the length of the go-shop period and the amount of the termination fees agreed to between the parties would allow competing companies interested in submitting a superior proposal to effectively do so. Representatives of Debevoise also outlined for the Board the key insurance regulatory approvals required in connection with the transaction, and the obligations agreed to between the parties in the Merger Agreement with respect to obtaining such approvals. Finally, representatives of Debevoise reviewed with the Board the benefits and timing of a proposed amendment to the Company’s Bylaws that would provide for an exclusive forum in Oregon for shareholder litigation, including litigation that could potentially arise from the transaction.

Following the remarks by representatives of Debevoise, Mr. Ness informed the Board that Meiji Yasuda was expected to send proposed employment term sheets (“employment term sheets”) summarizing the Specified Officers’ employment and compensation arrangements following the merger. In light of the complex legal and tax issues associated with a potential change of control, Mr. Ness stated that it was in the best interests of the Company and of the Specified Officers to receive advice of counsel on these matters. The Board approved the retention of Vedder Price P.C. (“Vedder Price”) to represent the Specified Officers in their negotiation of their future compensation arrangements with Meiji Yasuda.

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On July 18 and 19, 2015, certain members of StanCorp’s management and representatives of Debevoise met with representatives of Meiji Yasuda and Baker & McKenzie via teleconference to negotiate certain remaining issues in the Merger Agreement.

On July 21, 2015, Mr. Ness met with the Specified Officers to introduce representatives of Vedder Price and to discuss the proposed employment term sheets to be executed with Meiji Yasuda and StanCorp.

On July 22, 2015, the Board held an in-person meeting at which Mr. Chadee, Ms. Franklin, Mr. Hallin, Justin R. Delaney, Vice President, External Affairs & Associate Counsel, and representatives of Debevoise and Goldman Sachs were present. At this meeting, Debevoise reviewed with the directors their fiduciary duties in connection with the proposed transaction. Debevoise also reviewed the process the Board had followed to date and the Merger Agreement negotiations that had resulted in the provisions relating to the post-signing market check. In particular, Debevoise noted a number of provisions that were designed to encourage potential buyers to come forward with proposals for superior transactions, including (i) a 25-day go-shop period during which the Company and its representatives could actively solicit interest from third parties, followed by a 20-day period during which the Company could negotiate with any third party who submitted a proposal during the go-shop period that is or could reasonably be expected to be a superior proposal and pay a reduced termination fee of $90 million (approximately 1.8% of the equity value of the transaction) should the Merger Agreement be terminated during such cumulative 45-day period (which period may be extended under certain circumstances if Meiji Yasuda exercises its matching rights to match the terms of a competing bid) in order to enter into an alternative acquisition agreement, (ii) the Board’s ability to change its recommendation in favor of the Meiji Yasuda transaction prior to the shareholder vote under certain circumstances and (iii) a termination fee equal to $180 million (approximately 3.6% of the equity value of the transaction) payable by the Company to Meiji Yasuda if the Board changes its recommendation or the Company terminates the Merger Agreement to enter into an alternative acquisition agreement (reduced, as noted above, to $90 million in certain circumstances). Representatives of Debevoise also reviewed with the Board the other principal terms of the Merger Agreement, including key closing conditions and pre-closing covenants. Representatives of Debevoise then discussed a proposed amendment to StanCorp’s Bylaws that would provide for an exclusive forum in Oregon for certain shareholder litigation, including litigation that could potentially arise from the transaction. Throughout the discussion representatives of Debevoise responded to questions from the directors. Finally, Debevoise reviewed the resolutions that the Board would be considering at its next meeting, scheduled for July 23, 2015.

Following the remarks by representatives of Debevoise, representatives of Goldman Sachs made a presentation to the Board in which it provided a summary of the negotiation process with Meiji Yasuda to date and reviewed the key financial terms of the transaction. Representatives of Goldman Sachs summarized its financial analysis of the $115.00 per share proposal. Representatives of Goldman Sachs then described the post-signing market check process that it would engage in, under the direction of the Company’s management, if the Board approved the transaction, including a discussion of potential buyers to be contacted and the information to be given to potential buyers.

Following the Goldman Sachs presentation, Mr. Ness discussed with the Board the change of control agreements applicable to the Specified Officers. Based on Meiji Yasuda’s desire to have these officers stay with StanCorp and continue in their current positions after the closing of the planned transaction, Mr. Ness reported that Meiji Yasuda presented each officer with an employment term sheet, which set forth the terms of the employment and compensation arrangements contemplated for each such officer.

On July 23, 2015, Mr. Ness met with the Specified Officers to discuss revisions to the proposed employment term sheets. Representatives of Vedder Price joined the meeting by teleconference. Mr. Ness signed his employment term sheet and received signed employment term sheets from each of the other Specified Officers.

On July 23, 2015, the Board held an in person meeting at which Mr. Chadee, Ms. Franklin, Mr. Hallin and representatives of Debevoise were present. Representatives of Goldman Sachs joined the meeting via

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teleconference. Referring to the presentation given to the Board at its meeting the previous day, representatives of Goldman Sachs rendered Goldman Sachs’ oral opinion to the Board, which opinion was subsequently confirmed in writing that, as of July 23, 2015 and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations upon the scope of review undertaken by Goldman Sachs, as set forth in its opinion, the $115.00 in cash per share of Common Stock to be paid to the holders (other than Meiji Yasuda and its affiliates) of shares of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The full text of the written opinion of Goldman Sachs, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion, is attached as Annex B to this proxy statement.

Following the delivery of the Goldman Sachs opinion, Debevoise once again reviewed with the Board the proposed resolutions to approve the transaction and to amend the Company’s Bylaws to include a forum selection clause. Following discussion of the presentations by representatives of Debevoise and Goldman Sachs (including the presentations given at the Board meeting the previous day), the Board unanimously determined that the merger and the other transactions contemplated by the Merger Agreement were in the best interests of the Company’s shareholders and adopted and approved the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement and recommended that shareholders approve the Merger Agreement.

Later in the day on July 23, 2015, StanCorp and Meiji Yasuda executed the definitive Merger Agreement. At 5:00 p.m. Pacific time, after execution of the Merger Agreement, StanCorp and Meiji Yasuda issued a joint press release announcing their entry into the Merger Agreement.

The Merger Agreement provides that until 12:01 a.m. (New York City time) on August 18, 2015, the Company and its representatives had the right to initiate, solicit and encourage the making of alternative acquisition proposals from third parties, and to provide nonpublic information to and participate in discussions and negotiations with third parties regarding alternative acquisition proposals.

On August 18, 2015, a special meeting of the Board was held via teleconference to discuss the results of the go-shop period. Also participating were Mr. Chadee, Ms. Franklin, Mr. Hallin and representatives of Debevoise and Goldman Sachs. Representatives of Goldman Sachs provided an overview of the go-shop period, during which they held discussions with 20 potential acquirers on behalf of the Company to solicit interest in a possible alternative transaction. During such time, none of these parties executed a confidentiality agreement or otherwise expressed an interest in pursuing a transaction, and no other party proposed a possible alternative transaction. Pursuant to the Merger Agreement, the Company has informed Meiji Yasuda that no person executed a confidentiality agreement and that the Board has not determined that any person is an “Excluded Party” under the Merger Agreement.

Reasons for the Merger; Recommendation of the Board

After consideration, the Board unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are in the best interests of StanCorp and its shareholders, and unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement. The Board has unanimously recommended that the shareholders of the Company vote “FOR” the approval of the Merger Agreement.

In reaching its decision to adopt and approve, and declare advisable, the Merger Agreement and the transactions contemplated by the Merger Agreement, the Board consulted with StanCorp’s management, as well as its independent financial advisor and legal advisor, and considered a number of factors that the Board believed supported its decision, including the following:

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The Board also considered a variety of risks and other potentially negative factors concerning the Merger Agreement and the transactions contemplated by the Merger Agreement, including the following:

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The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. In reaching its decision to adopt and approve, and declare advisable, the Merger Agreement and the transactions contemplated by the Merger Agreement, the Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Board considered all these factors as a whole, including discussions with, and questioning of, StanCorp management and StanCorp’s independent financial advisor and legal advisor, and overall considered the factors to be favorable to, and to support, its determination.

For the reasons set forth above, the Board unanimously determined that the merger and the transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of StanCorp and its shareholders, and unanimously adopted and approved, and declared advisable, the Merger Agreement. The Board unanimously recommends that the StanCorp shareholders vote “FOR” the approval of the Merger Agreement.

Opinion of Goldman, Sachs & Co.

Goldman Sachs delivered to the Board its opinion that, as of July 23, 2015 and based upon, and subject to, the factors and assumptions set forth therein, the $115.00 in cash per share of Common Stock to be paid to the holders (other than Meiji Yasuda and its affiliates) of shares of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Goldman Sachs’ written opinion, dated July 23, 2015, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations upon the scope of review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. Goldman Sachs provided its opinion for the information and assistance of the Board in connection with its consideration of the transaction contemplated by the Merger Agreement. The Goldman Sachs opinion does not constitute a recommendation as to how any holders of Common Stock should vote with respect to the transaction contemplated by the Merger Agreement or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the shares of Common Stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the insurance and employee benefits industries and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

For purposes of rendering the opinion described above, Goldman Sachs, with the consent of the Company, relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs and it does not assume any responsibility for any such information. In that regard, Goldman Sachs assumed with the consent of the Company that the Forecasts were reasonably prepared on a basis reflecting the best then-currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and, except for the actuarial appraisal report of the Company prepared by Milliman, Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs is not an actuary and its services did not include any actuarial determination or evaluation by Goldman Sachs or any attempt to evaluate actuarial assumptions, and Goldman Sachs relied on the Company’s actuaries with respect to reserve adequacy. In that regard, Goldman Sachs made no analysis of, and expressed no opinion as to, the adequacy of the future policy benefit and claims, the other policyholder funds or the embedded value of the Company. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transaction contemplated by the Merger Agreement will be obtained without any adverse effect on the expected benefits of the transaction in any way meaningful to its analysis. Goldman Sachs assumed that the transaction will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the transaction contemplated by the Merger Agreement or the relative merits of the transaction as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, the Company or any other alternative transaction prior to the date of its opinion. Goldman Sachs’ opinion addresses only the fairness, from a financial point of view, to the holders (other than Meiji Yasuda and its affiliates) of the shares of Common Stock, as of the date of the opinion and based upon, and subject to, the assumptions made, procedures followed, matters considered and qualifications and limitations upon the scope of review undertaken by Goldman Sachs, of the $115.00 in cash per share of Common Stock to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs did not express any view on, and its opinion does not address, any other term or aspect of the Merger Agreement or the transaction or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the transaction, including the fairness of the transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the transaction contemplated by the Merger Agreement, whether relative to the $115.00 in cash per share of Common Stock to be paid to the holders (other than Meiji Yasuda and its affiliates) of shares of Common Stock pursuant to the Merger Agreement or otherwise. Goldman Sachs did not express any opinion as to the impact of the

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transaction contemplated by the Merger Agreement on the solvency or viability of the Company or Meiji Yasuda, or the ability of the Company or Meiji Yasuda to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ advisory services and the opinion expressed in its opinion were provided for the information and assistance of the Board in connection with its consideration of the Merger Agreement and such opinion does not constitute a recommendation as to how any holder of shares of Common Stock should vote with respect to the transaction contemplated by the Merger Agreement or any other matter. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 17, 2015, and is not necessarily indicative of current market conditions.

Implied Premia and Multiples Analysis

Premia Analysis. Goldman Sachs calculated the $115.00 in cash per share of Common Stock to be paid to the holders of shares of Common Stock pursuant to the Merger Agreement represented premia to selected historical prices for the shares of Common Stock as follows:

Multiples Analysis. Goldman Sachs calculated the $115.00 in cash per share of Common Stock to be paid to the holders of shares of Common Stock pursuant to the Merger Agreement as a multiple of: (i) book value per share (“BVPS”), excluding accumulated other comprehensive income (“AOCI”), as of March 31, 2015, based on the Company’s financial data, (ii) tangible BVPS (which is BVPS excluding intangible assets and goodwill) excluding AOCI as of March 31, 2015, based on the Company’s financial data, (iii) BVPS excluding AOCI as of June 30, 2015, as provided by the management of the Company and (iv) tangible BVPS excluding AOCI as of June 30, 2015, as provided by the management of the Company.

Goldman Sachs also calculated the $115.00 in cash per share of Common Stock to be paid to the holders of shares of Common Stock pursuant to the Merger Agreement as a multiple of: (i) estimated 2015 and 2016 operating earnings per diluted share based on the median estimates as of July 17, 2015, from IBES, and (ii) estimated 2015 and 2016 operating earnings per diluted share based on the Forecasts.

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The results of these analyses are summarized as follows:

Selected Public Companies Analysis

Goldman Sachs reviewed and compared certain financial information, ratios and public market multiples for the Company to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the life insurance industry:

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Although none of the selected companies is directly comparable to the Company, the companies included were chosen because they are publicly traded companies with operations that, for purposes of analysis, may be considered similar to certain operations of the Company.

Goldman Sachs calculated the financial multiples and ratios for each of the Company and each of the selected companies based on financial data as of March 31, 2015, closing prices of their respective common shares on July 17, 2015, information obtained from SEC filings and IBES estimates.

With respect to each of the selected companies and the Company, Goldman Sachs calculated, among other things:

The results of these analyses are summarized as follows:

Illustrative Dividend Discount Model Analysis

Goldman Sachs performed an illustrative dividend discount model analysis on the Company using the Forecasts. Goldman Sachs calculated indications of the net present value of estimated dividend streams and share repurchases for the period beginning with the first quarter of 2015 through 2017 and a range of terminal values which were calculated using an assumed perpetuity growth rate range of 2.0% to 4.0%, using discount rates ranging from 9.0% to 11.0%, reflecting Goldman Sachs’ estimates of the Company’s cost of equity. Goldman Sachs then divided such net present values by the total number of fully diluted outstanding shares of Common Stock as of July 20, 2015 (as provided by the management of the Company) to calculate the per-share present values. This analysis resulted in illustrative present value indications per share of Common Stock ranging from $51.41 to $69.90.

Illustrative Present Value of Future Stock Price and Expected Dividends Analysis

Goldman Sachs performed illustrative analyses of the present value of the future price and dividends per share of Common Stock using the Forecasts. Goldman Sachs calculated an illustrative range of implied present values per share of Common Stock as of July 17, 2015 based on hypothetical future share prices for Common Stock as of the end of each of the years 2015 through 2017 and expected cumulative dividends based on the Forecasts. For purposes of this analysis, Goldman Sachs derived hypothetical future share prices for Common Stock by applying P/BV Multiples (excluding AOCI) ranging from 1.10x to 1.50x to the Company’s projected diluted BVPS (excluding AOCI) as of each of December 31, 2015, 2016 and 2017, respectively. Goldman Sachs then discounted these future share prices and expected cumulative dividends to July 17, 2015, using discount rates of 9.0% and 11.0%, reflecting estimates of the Company’s cost of equity. This analysis resulted in a range of illustrative present values per share Common Stock of $53.54 to $75.75.

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Selected Precedent Transactions Analysis

Goldman Sachs analyzed certain publicly available information relating to the following acquisitions in the insurance and employee benefits industries involving aggregate consideration greater than $100 million:

While none of the companies that participated in the selected transactions is directly comparable to the Company, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of the Company’s results, market size and product profile.

For each of the above selected transactions and, based on Goldman Sachs’ professional judgment, a subset of the transactions as highlighted in bold above, Goldman Sachs calculated and compared, based on information it obtained from SEC filings, Bloomberg LP, Wall Street Research, SNL Financial and other publicly available sources the announced transaction price as (i) a multiple of the target company’s last reported book value (excluding AOCI) as of the announcement date of the transaction and (ii) a multiple of the target company’s net operating income for the most recently available 12-month period preceding each precedent transaction, which we refer to as the LTM NOI Multiple.

The following table presents the results of this analysis:

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From the highlighted transactions above, Goldman Sachs, based on its professional judgment, applied the range of LTM NOI Multiples to the Company’s earnings per share for the 12-month period ending June 30, 2015, of $5.96, as provided by the management of the Company, to derive a range of implied values per share of Common Stock of $81.65 to $123.97.

Historical Premium Analysis

Goldman Sachs reviewed publicly available data relating to acquisition transactions involving U.S. targets, with cash-only consideration, having a value in excess of $250 million announced between January 1, 2004 and July 7, 2015. For each of the transactions, Goldman Sachs compared, based on information it obtained from Thomson SDC, the transaction price in such transaction as a premium paid to the target company’s closing share price 30 days prior to the announcement of the relevant transaction.

The following table represents the results of this analysis:

Goldman Sachs, based on its professional judgment, applied a selected range of premia from 29.1% to 50.0% to the closing price of Common Stock on June 23, 2015, of $78.81 to derive a range of implied values per share of Common Stock of $101.74 to $118.22.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the transaction contemplated by the Merger Agreement.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs providing its opinion to the Board that, as of the date of its opinion and based upon, and subject to, the assumptions made, procedures followed, matters considered and qualifications and limitations upon the scope of review undertaken by Goldman Sachs, the $115.00 in cash per share of Common Stock to be paid to the holders (other than Meiji Yasuda and its affiliates) of shares of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these

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analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The transaction consideration was determined through arm’s-length negotiations between the Company and Meiji Yasuda and was approved by the Board. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the transaction contemplated in the Merger Agreement.

As described above, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B to this proxy statement.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Meiji Yasuda, any of their respective affiliates and third parties or any currency or commodity that may be involved in the transaction contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to the Company in connection with, and have participated in certain of the negotiations leading to, the transaction contemplated by the Merger Agreement. Goldman Sachs has provided certain financial advisory and/or underwriting services to Meiji Yasuda and/or its affiliates from time to time. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Meiji Yasuda and their respective affiliates for which their Investment Banking Division may receive compensation.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the transaction contemplated by the Merger Agreement. Pursuant to a letter agreement, effective as of June 18, 2015, the Company engaged Goldman Sachs to act as its financial advisor in connection with the transaction contemplated by the Merger Agreement. The engagement letter between the Company and Goldman Sachs provides for financial advisory fees of up to $1 million, payable $250,000 per quarterly period, and a transaction fee of approximately $29 million, less any previously-paid financial advisory fees, payable upon consummation of the transaction contemplated by the Merger Agreement. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Financial Projections

The Company does not as a matter of course publicly disclose detailed financial forecasts or projections, and the Company generally does not disclose forecasts for extended periods due to the difficulty of predicting economic and market conditions and the Company’s results. However, financial forecasts and projections prepared by management were made available to the Board and to the Company’s financial advisor, and certain of these forecasts and projections were made available to the Meiji Yasuda Parties and their advisors.

Because such financial projections and forecasts were made available to the Board and the Company’s financial advisor, and, in certain instances, to the Meiji Yasuda Parties and their advisors, they are being included in this proxy statement. However, the inclusion of this information should not be regarded as an indication that the Company, the Board, the Company’s financial advisor or the Meiji Yasuda Parties considered, or now

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considers, such financial projections or forecasts to be a reliable prediction of future results or to support or fail to support your decision whether to vote for or against the proposal to approve the Merger Agreement. No person has made or makes any representation or warranty to any shareholder regarding the information included in these financial projections or forecasts.

Although presented with numerical specificity, these financial projections and forecasts are based upon a variety of estimates and numerous assumptions made by the Company’s management with respect to, among other matters, industry performance, general business, economic, market and financial conditions and other matters, including the factors described under “Cautionary Statement Concerning Forward-Looking Information” on page 19, many of which are difficult to predict, are subject to significant economic and competitive uncertainties, and are beyond the Company’s control. In addition, since the financial projections and forecasts cover multiple years, such information by its nature becomes less reliable with each successive year. As a result, there can be no assurance that the estimates and assumptions made in preparing the financial projections and forecasts will prove accurate, that the projected results will be realized or that actual results will not be significantly higher or lower than projected results. The forecasts and projections also reflect assumptions as of the time of their preparation as to certain business decisions that are subject to change. Such forecasts cannot, therefore, be considered a guaranty of future operating results, and this information should not be relied on as such.

The financial projections and forecasts were not prepared with a view toward public disclosure, soliciting proxies or complying with generally accepted accounting principles (“GAAP”), the published guidelines of the SEC regarding financial projections and forecasts or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections and forecasts. Neither Deloitte & Touche LLP, the Company’s independent registered public accounting firm, nor any other independent registered public accounting firm has examined, compiled or performed any procedures with respect to the accompanying financial projections and forecasts.

Management Plan and Alternate Scenarios

On December 2, 2014, management presented the 2015-2017 financial plan to the Board at a regularly scheduled Board meeting, consisting of financial projections for the Company through fiscal year 2017, in connection with the Company’s routine internal planning process and not in connection with any potential transaction involving the Company.

Management prepared the Management Plan in a process that included input from the Company’s business segment leaders, which reflected their best estimates of the future financial performance of their respective business segments. The input from the Company’s business segment leaders utilized their understanding of the industry and competitive dynamics, key strategic priorities and other business initiatives at that time.

In connection with their consideration of Meiji Yasuda’s proposals, the Board and the Company’s financial advisor were provided with the Management Plan. A summary of the Management Plan was made available to Meiji Yasuda. The Management Plan consisted of a base forecast for the Company, which reflected management’s best estimate without giving effect to substantial increases in stock repurchases or effects of acquisition transactions.

On February 22, 2015, management provided to the Company’s financial advisor alternate scenarios based on the Management Plan reflecting favorable adjustments to economic and interest rate assumptions, and cost savings from deferred investment in product capabilities, as well as assumptions of higher annual dividends and share repurchases relative to the base forecast. The Alternate Scenarios were included in a presentation to the Board.

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The following tables set forth a summary of the financial projections in the Management Plan and the Alternate Scenarios.

Management Plan:

Alternate Scenarios:

Dividends

As permitted by the Merger Agreement, the Company expects to pay an annual cash dividend in November 2015 in an amount equal to $1.40 per share.

Merger Financing

Meiji Yasuda intends to fund the transaction through cash and cash equivalents on hand.

Interests of StanCorp’s Directors and Named Executive Officers in the Merger

In considering the recommendation of the Board that you vote to approve the Merger Agreement, you should be aware that the Specified Officers have interests in the merger that are in addition to those of StanCorp’s shareholders generally. The members of the Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the merger, and in recommending to the shareholders that the Merger Agreement be approved. For purposes of all of the StanCorp agreements and plans described below, the completion of the transactions contemplated by the Merger Agreement will constitute a change of control. The following discussion highlights the potential different interests of the Specified Officers. Any shares of Common Stock held by any of StanCorp’s directors and Specified Officers will be treated in the same manner as the Common Stock of all other equity holders.

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Equity Compensation Awards

As described under “The Merger Agreement — Treatment of Equity Compensation Awards” beginning on page 60, the Merger Agreement provides that, upon the closing of the merger, each option to purchase shares of Common Stock, whether vested or unvested, that has an exercise price per share that is less than $115.00 and that is outstanding immediately prior to the effective time of the merger, will, as of the effective time of the merger become fully vested and be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) the difference between $115.00 and the exercise price per share of such option and (ii) the total number of shares of Common Stock subject to such option. At the effective time of the merger, each option that has an exercise price per share that is greater than or equal to $115.00, whether or not vested, will be canceled and the holder of such option will not be entitled to receive payment in exchange for such cancellation.

As described under “The Merger Agreement — Treatment of Equity Compensation Awards” beginning on page 60, the Merger Agreement provides that, upon the closing of the merger, each award of restricted stock units that corresponds to shares of Common Stock (each, an “RSU Award”) that is outstanding immediately prior to the effective time of the merger will, as of the effective time of the merger, become fully vested and be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the total number of shares subject to such RSU Award.

As described under “The Merger Agreement — Treatment of Equity Compensation Awards” beginning on page 60, the Merger Agreement provides that, upon the closing of the merger, at or immediately prior to the effective time of the merger, each award of performance shares granted under any Company stock plan as to which the performance period has not lapsed, but which is still outstanding, will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the number of shares that would be issuable assuming achievement of the applicable performance conditions at target (or such higher level of performance as is contractually required), prorated to reflect the portion of the performance period completed through the effective date of the merger. To the extent that the performance period in respect to any performance share awards lapses prior to the effective time of the merger, but any shares earned with respect thereto have not been issued prior to the effective time of the merger, such award will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the number of shares that is determined to be payable based on performance during the completed performance period.

As described under “The Merger Agreement — Treatment of Equity Compensation Awards” beginning on page 60, the Merger Agreement provides that, upon the closing of the merger, the then-current offering period under the Company’s Employee Share Purchase Plan will be deemed to end immediately prior to the effective time of the merger, and the amounts contributed by employees through such time will be notionally applied to the purchase of Common Stock pursuant to the terms of the offering, and the participants in such offering will receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the number of shares that were notionally purchased with the available employee contributions. Any cash balance remaining in a participant’s account thereafter because it is less than the amount required to purchase a full share of Common Stock will be returned to the participant.

As described under “The Merger Agreement — Treatment of Equity Compensation Awards” beginning on page 60, the Merger Agreement provides that, upon the closing of the merger, at or immediately prior to the effective time of the merger, each annual stock grant awarded to each non-employee director that is outstanding at the effective time of the merger, whether or not vested, will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the total number of shares subject to the grant.

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Change of Control Agreements

StanCorp has had in place change of control agreements that provide certain commitments regarding continued employment and the provision of severance benefits to Specified Officers, including each of our NEOs in the event that StanCorp were to undergo a change of control.

The change of control agreements provide each of the Specified Officers, including each of our NEOs (J. Greg Ness, Chairman, President and Chief Executive Officer; Floyd F. Chadee, Senior Vice President and Chief Financial Officer; Scott A. Hibbs, Vice President and Chief Investment Officer; and Daniel J. McMillan, Vice President, Employee Benefits), with the right to receive certain severance benefits in the event that the executive’s employment is involuntarily terminated by StanCorp or is voluntarily terminated by the executive following the occurrence of certain specified adverse changes in the terms and conditions of the executive’s employment, provided that such termination of employment occurs within two years of a change of control.

If each Specified Officer were terminated at the effective time, the severance benefits that would be payable to a covered Specified Officer in such circumstances under the change of control provision would be equal to the sum of:

Section 4999 of the Internal Revenue Code may impose an excise tax on Specified Officers who receive change of control payments that equal or exceed three times their average pay over the last five years (or, if shorter, their tenure with StanCorp). The change of control agreements do not provide any Specified Officer with an excise tax gross-up. Instead, the agreements provide that a Specified Officer’s payments will be reduced to an amount that would not result in an excise tax (and a loss of deductibility for such payment to StanCorp) if the after-tax payment that the Specified Officer would receive without such a reduction would not exceed 115% of the after-tax payment the Specified Officer would receive after effecting such a reduction.

Retention Arrangements

Each of our Specified Officers, including each of our NEOs, with a change of control agreement entered into an employment term sheet with StanCorp and Meiji Yasuda summarizing the Specified Officer’s

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employment and compensation arrangements that will become effective as of the effective time of the merger. Under the employment term sheet, each Specified Officer has agreed to enter into a new employment agreement (each a “Retention Agreement”) that will reflect the terms summarized in the employment term sheet and will supersede the Specified Officer’s existing change of control agreement, effective upon consummation of the merger. As agreed in the employment term sheet, these Retention Agreements will include, among other things, the payment to each such Specified Officer of a retention bonus generally contingent upon continued service over a period of two years and the Specified Officer’s agreement to be bound by certain restrictive covenants described below.

Under the Retention Agreements, each Specified Officer agrees to remain employed by StanCorp following the closing of the merger, in the position and with the title specified in such Specified Officer’s Retention Agreement. The Retention Agreements will reflect the base salary, short-term incentive compensation opportunities and long-term incentive compensation opportunities that each Specified Officer will be entitled to receive for his or her continuing services. Pursuant to such Specified Officer’s Retention Agreement, each Specified Officer agrees, for the benefit of StanCorp, to certain adjustments to the circumstances under which he or she would have the right to terminate employment and receive payment of the stated severance benefits, including, in the case of several of the Specified Officers, foregoing the right to terminate employment for good reason due to changes in their duties arising solely by reason of the merger.

As an inducement for the officers to make the concessions that will be reflected in the Retention Agreements and to remain employed following the closing of the merger, each Specified Officer will receive a retention payment payable in two equal installments on each of the first and second anniversaries of the closing, generally subject to the Specified Officer’s continued employment through such date (except in the case of death and disability, or involuntary termination without cause, as defined in the Retention Agreements). In the event that a Specified Officer is involuntarily terminated without cause prior to the second anniversary of the closing, the unpaid portion of the retention payment will be paid upon termination. In the event of the Specified Officer’s death or disability (as defined in the Retention Agreements) prior to the second anniversary of the closing, the Specified Officer (or the Specified Officer’s estate) will be entitled to receive a pro-rated portion of the unpaid retention payment. The amount of these payments for each of our NEOs is set forth below under “The Merger — Interests of StanCorp’s Directors and Named Executive Officers in the Merger — Retention Payments”.

In addition, to support the commitment of each Specified Officer to remain employed with StanCorp, each such Specified Officer’s Retention Agreement will contain certain restrictive covenants for the benefit of StanCorp, including a covenant not to compete for a period of one year following the termination of the executive’s employment. In the case of each Specified Officer other than Mr. Ness, in no event will this covenant continue beyond the third anniversary of the effective date of the merger. The purpose of adding the covenant not to compete is to encourage the Specified Officer to fulfill his or her commitment to continue in StanCorp’s employ following the merger.

Golden Parachute Compensation

As noted above, each of the Company’s NEOs is party to a change of control agreement that affords such NEO certain benefits in the event the NEO’s employment is terminated without “cause” or by the NEO for “good reason” within two years following a change of control of StanCorp. Each NEO has agreed to a term sheet which contemplates that the NEO’s existing commitments will be superseded, effective upon consummation of the merger, by new arrangements which will include, among other things, the payment to each such NEO of a retention bonus generally contingent upon continued service over a period of two years and the NEO’s agreement to be bound by certain restrictive covenants described below.

The table below sets forth the estimated amounts of “golden parachute” compensation (for purposes of Item 402(t) of Regulation S-K) that each NEO of StanCorp could receive in connection with the merger in respect of his or her outstanding unvested equity awards and each NEO’s change of control agreement, assuming that the merger were completed and the NEO experienced a qualifying termination after December 31, 2015.

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In reviewing the table set forth below, shareholders should be aware that the amounts listed below have been presented based on certain assumptions that affect the amounts that are reported in the table below. For example, the table assumes that each of the NEOs is terminated at the effective time of the merger and paid severance and termination benefits in accordance with his or her change of control agreement. This assumption disregards the fact that the employment term sheets were entered into, and the Retention Agreements will be entered into with the objective of retaining the services of these NEOs and that the NEOs will be paid retention bonuses to remain in employment. Thus, it is currently considered a more likely scenario that most, if not all, of the NEOs will not receive the benefits listed below in the column headed “Cash Severance Benefit.” While the Company anticipates that the merger will not close prior to the end of 2015, for purposes of determining whether any NEO’s severance and other benefits would be reduced by reason of the modified cap provisions applicable in respect of the golden parachute excise tax provisions under the Internal Revenue Code, the calculation of the amounts included in the table was done using each NEO’s compensation paid through 2014, because each NEO’s actual 2015 compensation is not currently known. If the effective time of the merger occurs in 2016, the effect of the modified cap provisions on an NEO’s benefits will have to be recalculated, and such recalculation likely will result in those NEOs whose benefits have been assumed to be limited by this provision being eligible to receive greater benefits than are listed in the table below. Additionally, whether the merger occurs on, before or after December 31, 2015 affects whether amounts payable in respect of the 2013-2015 performance share awards and the RSUs granted in 2013 (“2013 RSUs”) should be treated as golden parachute payments. If the merger occurs on or after December 31, 2015, these awards will be payable in accordance with their terms, unaffected by the occurrence of the merger transaction. Based on performance to date, it is reasonably likely that the 2013-2015 performance awards would, in the ordinary course of business, be earned at an amount greater than the target levels and be payable during the first quarter of 2016, without regard to the occurrence of the merger. If the merger transaction closes before December 31, 2015, the number of shares earned will be calculated by multiplying the number of shares payable based on target share amount by the pro-rated number of days in the performance period ending on the date of the merger. For purposes of the table set forth below, based on our current expectations, the Company has assumed that the merger will occur after December 31, 2015, and that amounts payable in respect of the 2013-2015 performance share awards and the 2013 RSUs are not affected by the merger. If the Company were to assume that the merger occurred before December 31, 2015, the amounts related to the 2013-2015 performance share awards and the 2013 RSUs would be treated as being contingent on the occurrence of the transaction, and the following additional amounts (calculated at target levels for the 2013–2015 performance share awards multiplied by the $115.00 per share consideration, and for 2013 RSUs calculated by multiplying the number of granted RSUs by the $115.00 per share consideration) would be included in the “Stock Award Acceleration” column in the table below: $4,161,390 for Mr. Ness; $1,776,060 for Mr. Chadee; $875,380 for Mr. Hibbs; and $1,229,580 for Mr. McMillan. Depending on the effective time of the merger, additional equity awards could be granted to the NEOs as part of their normal annual equity award grants.

Golden Parachute Compensation Table

Under the change of control agreements, if any payments to a NEO in connection with a change of control are subject to the 20% excise tax on “excess parachute payments” as defined in Section 280G of the Internal Revenue Code, and the after-tax benefits received by the NEO are less than or equal to 115% of the maximum after tax value that could be paid without triggering the excise tax, the agreements provide that the payments will be reduced to that maximum value. The

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amounts in the above table under Cash Severance Benefit and Insurance Continuation for Mr. Ness and Mr. McMillan have been reduced in accordance with this provision, based on the application of such provision using the compensation received by such officers through 2014. If the closing of the merger occurs in 2016, the effect of such provision on the NEO’s benefits will have to be recalculated, and such recalculation is likely to entitle the NEO to receive a greater benefit than is set forth above.

Retention Payments

With regard to the table set forth below, shareholders should note that the listed retention payments are generally contingent upon the continued performance of services until the date of payment, with full payment in the event of the Specified Officer’s involuntary termination without cause and pro-rated payment upon the Specified Officer’s death or disability (as those terms are defined in the employment term sheets), as discussed above in “The Merger — Interests of StanCorp’s Directors and Named Executive Officers in the Merger — Retention Arrangements.” The objective of the retention payments is to encourage retention in a manner that eliminates the requirement to pay the severance and certain other termination benefits listed in the above Golden Parachute Compensation table. The retention payments will not in any circumstance be duplicative of such severance benefits; if a Specified Officer’s employment is terminated after the effective time of the merger, he or she will receive only the unpaid portion of the retention payments listed in the following table.

No Compensation Payable to Meiji Yasuda Executive Officers

None of Meiji Yasuda’s executive officers are entitled to receive compensation that is based on or otherwise related to the merger.

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Insurance and Indemnification of StanCorp Directors and Officers

The Merger Agreement provides that from and after the effective time of the merger, Meiji Yasuda will cause the surviving corporation to (i) indemnify and hold harmless, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any proceeding, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all past and present directors, officers and employees of StanCorp and its subsidiaries (in all of their capacities), or the indemnified persons, (A) to the same extent such indemnified persons are indemnified or exculpated or have the right to advancement of expenses as of the date of the Merger Agreement by StanCorp pursuant to StanCorp’s organizational documents and indemnification contracts, if any, in existence on the date of the Merger Agreement with the indemnified persons and (B) without limitation to clause (A), to the fullest extent permitted by law and (ii) for six years following the effective time of the merger, honor the provisions regarding elimination of liability of directors, indemnification of directors and officers and advancement of expenses contained in StanCorp’s organizational documents immediately prior to the effective time of the merger.

In addition, for six years following the effective time of the merger, Meiji Yasuda must cause to be maintained in effect the policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by StanCorp and its subsidiaries as of the date of the Merger Agreement with respect to claims arising from or related to facts or events occurring at or before the effective time of the merger (including for acts or omissions in connection with the approval of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement), covering all individuals covered thereby as of the effective time of the merger and providing for the same coverage and amounts as, and containing terms and conditions no less favorable than, StanCorp directors’ and officers’ liability insurance and fiduciary liability insurance policies as of the effective time of the merger. The surviving corporation may in its sole discretion purchase, prior to the effective time of the merger, six-year prepaid “tail” insurance coverage, at a cost no greater than the six times the 300% cap, which provides coverage not less favorable to the insured than the coverage described above, and if the surviving corporation has obtained such prepaid “tail” policy prior to the effective time of the merger, Meiji Yasuda will cause such policy to be maintained in full force and effect for its full term and cause all obligations thereunder to be honored by the surviving corporation, and Meiji Yasuda will have no further obligation to purchase or pay for such insurance. Meiji Yasuda and the surviving corporation’s obligation to provide this insurance coverage is subject to a cap of 300% of the annual premiums paid by StanCorp immediately prior to the effective time of the merger. If the surviving corporation cannot maintain the existing or equivalent insurance coverage without exceeding the 300% cap, the surviving corporation is required to obtain a policy with the greatest coverage available at an annual premium not exceeding the 300% cap.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of the material U.S. federal income tax consequences to “U.S. holders” and “non-U.S. holders” (in each case, as defined below) of Common Stock whose shares are exchanged for cash in the merger. The following discussion is based upon the Internal Revenue Code, the U.S. Treasury regulations promulgated thereunder, and judicial and administrative authorities, rulings and decisions, all as in effect as of the date of this proxy statement. These authorities may change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any state, local or foreign tax consequences, nor does it address any U.S. federal tax considerations other than those pertaining to the U.S. federal income tax. This discussion is not binding on the Internal Revenue Service (“IRS”) or the courts and, therefore, could be subject to challenge, which could be sustained.

The following discussion applies only to holders of shares of Common Stock who hold such shares as a capital asset within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to holders in light of their particular circumstances and does not apply to holders subject to special treatment under the U.S. federal income tax laws (such as, but not limited to, dealers or brokers in

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securities, commodities or foreign currencies, traders in securities that elect to apply a mark-to-market method of accounting, banks and certain other financial institutions, insurance companies, mutual funds, tax-exempt organizations, holders liable for the alternative minimum tax, partnerships, S corporations or other pass-through entities or investors in partnerships, S corporations or such other pass-through entities, regulated investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, former citizens or residents of the United States, U.S. expatriates, non-U.S. governments and their controlled entities, holders whose functional currency is not the U.S. dollar, holders who hold shares of Common Stock as part of a hedge, straddle, constructive sale or conversion transaction or other integrated investment, or holders who acquired Common Stock pursuant to the exercise of employee stock options, through a tax qualified retirement plan or otherwise as compensation).

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of Common Stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding shares of Common Stock, you should consult your tax advisor regarding the tax consequences of exchanging shares of Common Stock for cash pursuant to the merger.

Holders of Common Stock should consult their tax advisors as to the specific tax consequences to them of the receipt of cash in exchange for shares of Common Stock pursuant to the merger, including the applicability and effect of the alternative minimum tax and any state, local, foreign and other tax laws.

U.S. Holders

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of shares of Common Stock that is:

The receipt of cash by U.S. holders in exchange for shares of Common Stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local, foreign and other tax laws. In general, a U.S. holder who receives cash in exchange for shares of Common Stock pursuant to the merger will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (1) the amount of cash received in such exchange and (2) the U.S. holder’s adjusted tax basis in such shares. Gain or loss must be determined separately for each block of shares of Common Stock (i.e., shares acquired for the same cost in a single transaction) disposed of pursuant to the merger. Such gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if the U.S. holder’s holding period for such shares is more than one year as of the date of the merger. Long-term capital gains of certain non-corporate U.S. holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

In addition to regular U.S. federal income tax, a U.S. holder that is an individual, estate or trust and whose income exceeds certain thresholds is subject to a 3.8% Medicare tax on all or a portion of such U.S. holder’s “net investment income,” which may include all or a portion of such U.S. holder’s gain from the disposition of shares

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of Common Stock. U.S. holders that are individuals, estates or trusts should consult their tax advisors regarding the applicability of the Medicare tax to gain from the disposition of shares of Common Stock.

Non-U.S. Holders

The term “non-U.S. holder” means a beneficial owner of shares of Common Stock that is not a U.S. holder and is not an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Payments made to a non-U.S. holder in exchange for shares of Common Stock pursuant to the merger will generally not be subject to U.S. federal income tax unless:

Information Reporting and Backup Withholding

Payments made to U.S. holders in exchange for shares of Common Stock pursuant to the merger will be subject to information reporting and may be subject to backup withholding (currently at a rate of 28%). To avoid backup withholding, U.S. holders should timely complete and return IRS Form W-9, certifying that such U.S. holder is a “United States person” as defined under the Internal Revenue Code, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding. Certain holders (including, with respect to certain types of payments, corporations) generally are not subject to backup withholding. In general, a non-U.S. holder will not be subject to U.S. federal backup withholding and information reporting with respect to payments made to the non-U.S. holder in exchange for shares of Common Stock pursuant to the merger if the non-U.S. holder (i) certifies under penalty of perjury that it is not a “United States person” (by providing a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8) and the payor does not have actual knowledge or reason to know that the holder is a “United States person”, or (ii) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Holders may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely filing a claim for refund with the IRS.

Regulatory Approvals

Under the HSR Act, the merger may not be completed until certain information and documentary materials have been provided to the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (“FTC”) by Meiji Yasuda and StanCorp, and certain waiting periods have expired or been terminated. The parties filed the required notifications with the Antitrust Division and the FTC on August 27, 2015 and August 28, 2015, respectively, and the parties’ request for early termination of the applicable waiting period was granted on September 16, 2015.

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The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the merger. At any time before or after the merger, the Antitrust Division, the FTC or a state attorney general could take action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the merger or seeking divestiture of substantial businesses or assets of Meiji Yasuda or StanCorp or their subsidiaries. Private parties may also bring legal actions under the antitrust laws under certain circumstances.

The insurance laws and regulations of the states of Oregon and New York, jurisdictions where insurance company subsidiaries of the Company are domiciled, generally require that, prior to the acquisition of control of an insurance company domiciled in those respective jurisdictions, the acquiring company must obtain the approval of the insurance regulators of those jurisdictions. These filings were made as of September 1, 2015 and the Oregon filing was amended as of September 9, 2015.

The insurance laws and regulations of multiple states where insurance company subsidiaries of the Company are licensed require the filing of pre-acquisition notifications regarding the potential competitive impact of an acquisition of control of an insurance company authorized in those jurisdictions where the requirement to make such notifications is triggered (and not otherwise waived or for which an exemption is granted) under applicable law. Such notifications generally must be made at least 30 days before completion of the acquisition (which period may be terminated earlier by the applicable state’s insurance regulator or extended on a one-time basis for up to an additional 30 days). Waivers of or exemptions from these requirements were received by or communicated to representatives of Meiji Yasuda for the state of New Mexico on August 3, 2015, for the states of Alaska and Washington on August 6, 2015, for the state of Idaho on August 10, 2015, for the state of Oregon on August 25, 2015, for the state of Maryland on August 31, 2015 and for the state of South Carolina on September 1, 2015. A pre-acquisition notification was filed with the insurance regulator of Hawaii on August 5, 2015 and a notice that the insurance regulator of Hawaii had no objection was received on August 24, 2015. Notifications regarding the potential competitive impact of the merger were made with the insurance regulators of Georgia and Missouri on August 26, 2015.

Rule 1017 of the National Association of Securities Dealers (“NASD”) Rules, which are administered by NASD’s successor, the Financial Industry Regulatory Authority (“FINRA”), provides that a FINRA member entity must file an application for approval of a change in the equity ownership of the member that results in one person or entity directly or indirectly owning or controlling 25 percent or more of the equity capital of such member. The Company filed this application on August 31, 2015.

In addition to the foregoing, the Company and Meiji Yasuda may be required to make certain other filings with governmental authorities in connection with the merger.

The Insurance Business Act of Japan requires Meiji Yasuda to file a prior notification with and to obtain the prior approval of the JFSA in connection with the merger. Meiji Yasuda intends to file the necessary notification and application with the JFSA before or promptly after all other necessary regulatory approvals are obtained.

While we believe that we will receive the requisite approvals and clearances for the merger, there can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if a challenge is made, of the result of such challenge. Similarly, there can be no assurance that Meiji Yasuda and StanCorp will obtain the other regulatory approvals necessary to consummate the merger or that the granting of these approvals will not involve the imposition of a “burdensome condition” (as defined in the Merger Agreement), which could result in the conditions to the merger not being satisfied prior to the end date or at all. Should the FTC, the Antitrust Division, state insurance or antitrust authorities, competition authorities in other foreign countries or the JFSA raise objections to the merger, each of Meiji Yasuda and StanCorp will use its reasonable best efforts to resolve such objections, but neither Meiji Yasuda nor StanCorp is required to take any action that would result in a burdensome condition.

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Litigation Related to the Merger

StanCorp, members of the Board and the Meiji Yasuda Parties have been named as defendants in four lawsuits brought by purported shareholders of StanCorp on behalf of StanCorp’s shareholders challenging the merger.

Four putative class action lawsuits were filed in the Circuit Court of the State of Oregon for the County of Multnomah: Shiva Stein, et al. v. StanCorp Financial Group, Inc., et al., Case No. 15CV20372, filed July 31, 2015, Bud and Sue Frashier Family Trust, et al. v. J. Greg Ness, et al., Case No. 15CV20832, filed August 7, 2015, Grant Causton, et al. v. StanCorp Financial Group, Inc., et al., Case No. 15CV22197, filed August 20, 2015, and Janet Shock v. StanCorp Financial Group, Inc., et al., Case No. 15CV23748, filed September 8, 2015.

Prior to the filing of Ms. Shock’s complaint on September 8, 2015, on August 18, 2015, the Company received a letter from her counsel, alleging that the Board breached its fiduciary duties in connection with the negotiation of the Merger Agreement and demanding that the Board take action to remedy those alleged breaches of fiduciary duties.

The complaints allege, among other things, that StanCorp’s directors have violated their fiduciary duties to StanCorp’s shareholders by entering into the Merger Agreement and putting their personal interests and the interests of the Meiji Yasuda Parties ahead of the interests of StanCorp’s shareholders, and by failing to provide StanCorp’s shareholders with material information to make an informed vote on the approval of the Merger Agreement. The complaints also allege that StanCorp and the Meiji Yasuda Parties knew of the directors’ alleged breaches of their fiduciary duties and aided and abetted in their commission.

Based on these allegations, the complaints seek certain injunctive relief, including enjoining the merger, and, to the extent already implemented, rescission of the merger. The complaints also seek other damages, including recovery of all damages suffered by the plaintiffs as a result of the individual defendants’ alleged wrongdoing, including rescissory damages, and costs of the actions, including attorneys’ fees. StanCorp and the Board believe these claims are without merit and intend to vigorously defend these actions. StanCorp cannot predict the outcome of or estimate the possible loss or range of loss from these matters.

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THE MERGER AGREEMENT

The summary of the material provisions of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We urge you to read carefully the Merger Agreement in its entirety as it is the legal document governing the merger and as the rights and obligations of the parties to the Merger Agreement are governed by the terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The following summary of the Merger Agreement, and the copy of the Merger Agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the Merger Agreement and are not intended to provide any factual information about the Company or modify or supplement any factual disclosures about the Company in its public reports filed with the SEC. In particular, the Merger Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to contractual standards of materiality or material adverse effect that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and in reviewing the representations, warranties and covenants contained in the Merger Agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions thereof were not intended by the parties to the Merger Agreement to be characterizations of the actual state of facts or condition of StanCorp, either of the Meiji Yasuda Parties, or any of their respective subsidiaries or affiliates. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in StanCorp’s public disclosures. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone and instead should be read in conjunction with the other information contained in the reports, statements and filings that StanCorp publicly files with the SEC.

The Merger

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the Oregon Business Corporation Act and the Delaware General Corporation Law at the effective time of the merger, MYL Investments will be merged with and into StanCorp and, as a result of the merger, the separate corporate existence of MYL Investments will cease, and StanCorp will continue as the surviving corporation and will become a wholly-owned subsidiary of Meiji Yasuda. StanCorp will continue to be governed by the Oregon Business Corporation Act, and all of its rights, privileges, immunities, powers and franchises will continue unaffected by the merger.

The closing of the merger will occur on the date on which the effective time of the merger is to occur. The merger will become effective when the articles of merger have been duly filed with the Oregon Secretary of State and the certificate of merger has been duly filed with the Delaware Secretary of State or at a later time as agreed to by the parties.

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Effects of the Merger

At the effective time of the merger, Meiji Yasuda will become the sole owner of StanCorp and its business. Therefore, current StanCorp shareholders will cease to have direct or indirect ownership interests in StanCorp or rights as StanCorp shareholders, will not participate in any future earnings or growth of StanCorp, will not benefit from any appreciation in value of StanCorp and will not bear the future risks of StanCorp’s operations.

Following completion of the merger, the Common Stock will be delisted from the NYSE and deregistered under the Exchange Act. As a result, there will be no public market for shares of Common Stock. This will make certain provisions of the Exchange Act, such as the requirement of furnishing a proxy or information statement in connection with shareholders’ meetings, no longer applicable to StanCorp. After the effective time of the merger, StanCorp will also no longer be required to file periodic reports with the SEC on account of shares of Common Stock.

The directors of MYL Investments immediately prior to the effective time of the merger will be the initial directors of the surviving corporation, each to hold office from the effective time of the merger until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and Bylaws of the surviving corporation or as otherwise provided by applicable law.

At the effective time of the merger, the articles of incorporation and Bylaws of StanCorp will be amended and restated in their entirety to be in the form of articles of incorporation and Bylaws attached as Exhibits A and B, respectively, to the Merger Agreement, and, as so amended and restated, will be the articles of incorporation and Bylaws of the surviving corporation until thereafter amended in accordance with their terms or by applicable law.

When the Merger Becomes Effective

The closing of the merger will take place at the offices of Baker & McKenzie, LLP, 452 Fifth Avenue, New York, New York 10018, at 11:00 a.m., Eastern Time, on the second business day after all of the closing conditions set forth in the Merger Agreement have been fulfilled or waived, unless another date or place is agreed to in writing by Meiji Yasuda and StanCorp.

The Merger Consideration and the Conversion of Common Stock

At the effective time of the merger, by virtue of the merger and without any action on the part of the Company, Meiji Yasuda, MYL Investments or the shareholders of the Company or MYL Investments, each share of Common Stock issued and outstanding immediately prior to the effective time of the merger will be canceled and converted into the right to receive $115.00 in cash, without interest, less any applicable withholding taxes, other than shares of Common Stock owned by Meiji Yasuda or StanCorp or their respective direct or indirect wholly-owned subsidiaries, which will, immediately prior to the effective time of the merger, be canceled without conversion into the right to receive the merger consideration and no merger consideration will be paid with respect thereto.

Each share of common stock of MYL Investments issued and outstanding immediately prior to the effective time of the merger will be converted into one fully paid and nonassessable share of common stock of the surviving corporation and shall be the only shares of outstanding common stock of the surviving corporation.

Payment Procedures

Prior to the effective time of the merger, Meiji Yasuda will designate a U.S. bank or trust company reasonably acceptable to StanCorp (the “Paying Agent”) for the purpose of exchanging stock certificates for the per share merger consideration. At or prior to the effective time of the merger, Meiji Yasuda will deposit with the Paying Agent the aggregate merger consideration to be paid to StanCorp shareholders.

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As soon as reasonably practicable after the effective time of the merger, if you hold a stock certificate, Meiji Yasuda will instruct the Paying Agent to send you a letter of transmittal and instructions advising you how to surrender your stock certificates (or how to deliver affidavits of loss in lieu thereof) to the Paying Agent in exchange for the merger consideration. If you hold only book-entry shares (those shares which are held electronically or in non-paper form), the Paying Agent will not send you a letter of transmittal or their associated instructions and you will not need to complete and deliver a letter of transmittal to the Paying Agent to receive your portion of the merger consideration.

You will be paid for each of your certificated shares of Common Stock that are converted into the right to receive your portion of the merger consideration after you have surrendered your stock certificates (or provided an affidavit of loss) to the Paying Agent together with a properly completed letter of transmittal and any other documents that may be customarily required by the Paying Agent. If you hold any book-entry shares (those shares which are held electronically or in non-paper form), your payment with respect to such shares will be made automatically.

Interest will not be paid or accrue in respect of the merger consideration. The Paying Agent, the Company and its subsidiaries, and the Meiji Yasuda Parties, as applicable, are entitled to deduct and withhold from any amounts otherwise payable under the Merger Agreement, including the merger consideration paid to you, such amounts as are required to be withheld or deducted under applicable law.

In the event of a transfer of ownership of shares of Common Stock that is not registered in the transfer records of the Company, payment upon due surrender of the applicable certificate may be paid to such a transferee if the applicable certificate formerly representing such shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

You should not forward your stock certificates to the Paying Agent without a letter of transmittal, and you should not return your stock certificates with the enclosed proxy.

If you have lost your stock certificate, or if it has been stolen or destroyed, you will have to provide an affidavit to that fact and, if required by Meiji Yasuda or the Paying Agent, post a bond in a reasonable amount as indemnity against any claim that may be made against it in respect of the stock certificate in order for you to receive your portion of the merger consideration from the Paying Agent in exchange for your lost, stolen or destroyed stock certificate.

Upon demand, the Paying Agent will return to the surviving corporation all funds in its possession one year after the effective time of the merger. After that time, if you have not received payment of the merger consideration, you may look only to the surviving corporation for payment of the merger consideration.

Treatment of Equity Compensation Awards

Equity-based awards that have been granted to employees, officers and directors of StanCorp will be treated as follows:

Options. Each option that is, at the effective time of the merger, outstanding and has an exercise price per share of Common Stock that is less than $115.00, whether or not vested, will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) the difference between $115.00 and the exercise price per share of such option and (ii) the total number of shares of Common Stock subject to such option.

Restricted Stock Units. Each restricted stock unit that is outstanding at the effective time of the merger, whether or not vested, will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the total number of restricted stock units.

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Performance Shares. Each performance share as to which the performance period has not lapsed, but which is still outstanding as of the effective time of the merger, will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the number of shares that would be issuable assuming achievement of the applicable performance conditions at target (or such higher level of performance as is contractually required), prorated to reflect the portion of the performance period completed through the effective date of the merger. To the extent that the performance period in respect to any performance share awards lapses prior to the effective time of the merger, but any shares earned with respect thereto have not been issued prior to the effective time of the merger, such award will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the number of shares that is determined to be payable based on performance during the completed performance period.

Employee Share Purchase Plan. Pursuant to the Merger Agreement, the then-current offering period under the Company’s Employee Share Purchase Plan will be deemed to end immediately prior to the effective time of the merger, and the amounts contributed by employees through such time will be notionally applied to the purchase of Common Stock pursuant to the terms of the offering, and the participants in such offering will receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the number of shares that were notionally purchased with the available employee contributions to the Company’s Employee Share Purchase Plan. Any cash balance remaining in a participant’s account thereafter because it is less than the amount required to purchase a full share of Common Stock will be returned to the participant.

Director Annual Stock Grants. Each annual stock grant awarded to each non-employee director that is outstanding at the effective time of the merger, whether or not vested, will be canceled and converted into the right to receive an amount in cash, without interest, less any applicable withholding taxes, determined by multiplying (i) $115.00 and (ii) the total number of shares subject to the grant.

Representations and Warranties

In the Merger Agreement, StanCorp has made customary representations and warranties to the Meiji Yasuda Parties, subject to certain exceptions in the Merger Agreement and StanCorp’s disclosure letter that accompanied the Merger Agreement, with respect to, among other things:

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Many of the representations and warranties in the Merger Agreement made by StanCorp are qualified by a “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would, as the case may be, be material or have a material adverse effect on StanCorp). For the purposes of the Merger Agreement, a “Company Material Adverse Effect” means any fact, circumstance, change, event, occurrence, condition, development or effect that has had, or would reasonably be expected to have, a material adverse effect on the financial condition, business,

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properties, assets, operations or results of operations of the Company and its subsidiaries taken as a whole; except that none of the following, and no fact, circumstance, change, event, occurrence, condition, development or effect arising out of or relating to the following, constitute or are taken into account in determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur:

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In the Merger Agreement, the Meiji Yasuda Parties made customary representations and warranties to StanCorp with respect to, among other things:

The representations and warranties contained in the Merger Agreement and in any certificate or other writing delivered pursuant to the Merger Agreement will not survive the effective time of the merger.

Covenants Regarding Conduct of Business by StanCorp Pending the Merger

Except as disclosed in StanCorp’s disclosure letter that accompanied the Merger Agreement or as expressly provided for by the Merger Agreement or consented to in writing by Meiji Yasuda (which consent will not be unreasonably withheld, conditioned or delayed), from the date of the Merger Agreement until the effective time of the merger, StanCorp will, and will cause each of its subsidiaries to, conduct its business in the ordinary course of business consistent with past practice, and will use its reasonable best efforts to preserve intact its business organization and existing relations and goodwill with all governmental entities, customers, suppliers,

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creditors, lessors, officers and employees, to keep available the services of its current officers and key employees, and will take such actions as are required under the disclosure letter of Meiji Yasuda that accompanied the Merger Agreement.

In addition, except as disclosed in StanCorp’s disclosure letter that accompanied the Merger Agreement or as expressly provided for by the Merger Agreement, required by applicable law or consented to in writing by Meiji Yasuda (which consent will not be unreasonably withheld, delayed or conditioned), from the date of the Merger Agreement until the effective time of the merger, StanCorp will not, nor will it cause or permit its subsidiaries to:

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Acquisition Proposals

From the date of the Merger Agreement until 12:01 a.m. (New York City time) on August 18, 2015 (the “No-Shop Period Start Date”), the Company and its subsidiaries, and their respective representatives, were permitted to:

Any non-public information relating to StanCorp or any of its subsidiaries made available to any party participating or engaging in any discussions, negotiations or any other activities described above could be furnished only pursuant to and in accordance with a written confidentiality agreement containing terms that are no more favorable in the aggregate than those contained in the confidentiality agreement dated as of May 14, 2015 between StanCorp and Meiji Yasuda (an “acceptable confidentiality agreement”).

From and after the No-Shop Period Start Date, the Company and its subsidiaries were required to (i) immediately cease and cause to be terminated, and the Company was required to instruct its representatives to terminate, any existing discussions or negotiations with any person or entity or its representatives (other than the Meiji Yasuda Parties and their representatives) conducted prior to the No-Shop Period Start Date with respect to any alternative acquisition proposal and (ii) prohibit any person or entity other than the Meiji Yasuda Parties and their representatives from having access to any physical or electronic data rooms relating to any possible alternative acquisition proposal. In addition, the Company and its subsidiaries shall not, and the Company shall instruct its and its subsidiaries’ representatives not to, directly or indirectly (i) initiate, solicit or knowingly facilitate or encourage any inquiry or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an alternative acquisition proposal, (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any person or entity with respect to, or provide any non-public information or data concerning the Company or its subsidiaries to any person or entity relating to, an alternative acquisition proposal, (iii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle relating to an alternative acquisition proposal, (iv) take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or similar anti-takeover law, or any restrictive provision of any applicable anti-takeover provision in the Company’s articles of incorporation or Bylaws, inapplicable to any transactions contemplated by an alternative acquisition proposal (and, to the extent permitted thereunder, the Company shall promptly take all steps necessary to terminate any waiver that may have been heretofore granted to any entity or person other than the Meiji Yasuda Parties under any such provisions) or (v) resolve, propose or agree to do any of the foregoing. However, until 12:01 a.m. (New York City time) on September 7, 2015 (such date, as could have been extended in accordance with the terms of the Merger Agreement, the “Excluded Party End Date”), the Company would have been permitted to continue to engage in any of the foregoing activities with any person who submitted an alternative acquisition proposal prior to the No-Shop Period Start Date that the Board determined constituted or could reasonably have been expected to result in a superior proposal (any such person, an “Excluded Party”).

In addition, prior to a vote of StanCorp’s shareholders approving the Merger Agreement, if the Company receives from any person or entity a bona fide written alternative acquisition proposal made after the date of the

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Merger Agreement that did not result from a breach of the Merger Agreement, the Company and its representatives may, to the extent reasonably required, contact such person or entity to clarify the terms and conditions thereof. If the Board determines in good faith, after consultation with its outside legal counsel and a financial advisor of internationally recognized reputation, that such alternative acquisition proposal either constitutes a proposal superior to Meiji Yasuda’s proposal or could reasonably be expected to result in a superior proposal, the Company and its representatives may provide information (including non-public information and data) regarding, and afford access to the business, properties, assets, books, records and personnel of, the Company and its subsidiaries to the person or entity making such proposal if the Company receives from such person or entity an executed acceptable confidentiality agreement. The Company and its representatives may also engage in, enter into, continue or otherwise participate in any discussions or negotiations with such person or entity.

Prior to a vote of StanCorp’s shareholders approving the Merger Agreement, the Board may (i) effect a change in recommendation if the Board determines in good faith (after consultation with its outside legal counsel and a financial advisor of internationally recognized reputation) that, as a result of an intervening event, failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law or (ii) if the Company receives a bona fide written alternative acquisition proposal made after the date of the Merger Agreement that did not result from a breach of the agreement that the Board determines in good faith (after consultation with its outside legal counsel and a financial advisor of internationally recognized reputation) constitutes a superior proposal, approve such superior proposal, cause the Company to enter into an alternative acquisition agreement with another party and terminate the Merger Agreement.

Prior to effecting a change in recommendation or terminating the Merger Agreement in order to enter into a definitive agreement with respect to a superior proposal, the Board must provide Meiji Yasuda with advance written notice of its intention to do so, which notice will specify in reasonable detail the basis for the change in recommendation and, in the case of a superior proposal, the identity of the party making such superior proposal and the material terms thereof. Meiji Yasuda has five business days after receipt of such notice (the “Match Period”) to negotiate with the Company to make such adjustments in the terms and conditions of the Merger Agreement as would permit the Board not to effect a change in recommendation. The Board may effect a change in recommendation or terminate the Merger Agreement only if Meiji Yasuda does not make a proposal (including any revisions to the terms of the Merger Agreement) within the Match Period that the Board determines in good faith after consultation with outside counsel and its financial advisor, obviates the need for the Board to effect a change in recommendation or terminate the Merger Agreement. Meiji Yasuda will be entitled to match any proposal (or subsequent proposal) received from a particular bidder; however, the Match Period for subsequent proposals will be three business days. If the Board had provided such notice prior to the Excluded Party End Date, the Excluded Party End Date would have been extended until the third business day after the expiration of the initial Match Period and any subsequent Match Period.

From the date of the Merger Agreement through the No-Shop Period Start Date, the Company was required to promptly (but in any event within 48 hours) provide written notice to the Meiji Yasuda Parties of the execution of the first acceptable confidentiality agreement. No later than 48 hours after the No-Shop Period Start Date, the Company was required to provide a written notice to the Meiji Yasuda Parties setting forth the number of persons that have executed a confidentiality agreement. With respect to any Excluded Party that has submitted an alternative acquisition proposal, the Company was required to notify Meiji Yasuda of the identity of such Excluded Party and provide copies of all material documents comprising such alternative acquisition proposal. Additionally, the Company was and is required to promptly (and in any event within 48 hours) make available to the Meiji Yasuda Parties any material non-public information concerning the Company or its subsidiaries that was or is provided to any person that was not previously made available to the Meiji Yasuda Parties.

Additionally, except as may relate to an Excluded Party, from and after the No-Shop Period Start Date, as promptly as practicable after the receipt by the Company of any alternative acquisition proposal, whether orally or in writing, or any inquiry with respect to, or that could reasonably be expected to result in, any alternative

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acquisition proposal, and in any case within 48 hours after the receipt thereof by any director or executive officer of the Company, the Company shall provide notice of the same to Meiji Yasuda, along with the identity of the person making any such acquisition proposal or inquiry and the material terms and conditions of such acquisition proposal or inquiry, including a complete and unredacted copy of any such written acquisition proposal and any material amendments or modifications thereto. Except as may relate to an Excluded Party, the Company (or its outside counsel) shall keep Meiji Yasuda (or its outside counsel) reasonably informed on a prompt basis with respect to any change to price or other material terms of such acquisition proposal.

Goldman Sachs would receive an increased fee contingent upon the consummation of a transaction involving one or more third parties who make a bona fide bid for the Company that (i) the Board determines is potentially superior to the Meiji Yasuda bid and is sufficient to grant such third party access to due diligence materials or (ii) results in Meiji Yasuda increasing its bid. The Board believes that this fee structure appropriately incentivized Goldman Sachs to conduct the market check process in a manner that maximizes the likelihood of eliciting alternative acquisition proposals.

Nothing contained in Section 5.3 of the Merger Agreement (concerning acquisition proposals) will be deemed to prohibit the Company, the Board or any committee of the Board from (i) complying with its disclosure obligations under U.S. federal or state law with regard to an alternative acquisition proposal, including taking and disclosing to its shareholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) under the Exchange Act (or any similar communication to shareholders) or (ii) making any “stop-look-and-listen” communication to the shareholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to the shareholders of the Company); it being understood that the Company and the Board may only effect a change in recommendation in accordance with the terms of the Merger Agreement.

For the purposes of the Merger Agreement, an “alternative acquisition proposal” means any proposal or offer, whether or not subject to conditions, from any person involving any direct or indirect (i) merger, binding share exchange, recapitalization, reorganization, liquidation, dissolution, business combination or consolidation, or any similar transaction, involving the Company, pursuant to which such person (or the shareholders of any person) would acquire, directly or indirectly, 15% or more of the aggregate voting power of the Company or of the surviving entity in a merger involving the Company or the resulting direct or indirect parent of the Company or such surviving entity, (ii) acquisition of 15% or more of the consolidated net revenues, net income or assets (based on the fair market value thereof) of the Company and its subsidiaries, taken as a whole, in one or a series of related transactions (including by way of reinsurance or otherwise), or (iii) purchase, tender offer, exchange offer or other acquisition (including by way of merger, consolidation, share exchange or otherwise) that, if consummated, would result in the beneficial ownership by any person of securities representing 15% or more of the then-outstanding Common Stock (or of the shares of the surviving entity in a merger or of the direct or indirect parent of the surviving entity in a merger, in each case involving the Company), in each case other than the merger or the other transactions contemplated by the Merger Agreement.

For the purposes of the Merger Agreement, a “superior proposal” means any bona fide binding written alternative acquisition proposal (with the percentages set forth in the definition changed from 15% to 50%) made by any person (other than the Meiji Yasuda Parties) that has not been withdrawn and did not result from a breach of the provisions of the Merger Agreement and that the Board has determined in good faith, after consultation with its outside legal counsel and a financial advisor of internationally recognized reputation, is (i) more favorable from a financial point of view to the shareholders of the Company than the transactions contemplated by the Merger Agreement, taking into account any proposals by Meiji Yasuda to amend the terms of the Merger Agreement, and (ii) reasonably capable of being completed, taking into account, in the case of both clause (i) and (ii), all legal, financial, regulatory, timing and other aspects of such alternative acquisition proposal, including the identity of the person making such alternative acquisition proposal.

For the purposes of the Merger Agreement, an “intervening event” means a material change in circumstance, event or development with respect to the Company and its subsidiaries or the business of the

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Company and its subsidiaries, in each case taken as a whole, that (i) is unknown by the Board as of or prior to the date of the Merger Agreement and is not reasonably foreseeable as of the date of the Merger Agreement or (ii) first occurs, arises or becomes known after the date of the Merger Agreement and on or prior to a vote of StanCorp’s shareholders in favor of approving the Merger Agreement, except that the receipt by the Company of an alternative acquisition proposal or a superior proposal does not constitute an intervening event.

Employee Benefits

From and after the effective time of the merger, Meiji Yasuda and its subsidiaries (including the surviving corporation and its subsidiaries) will honor all benefit plans and compensation arrangements and agreements of StanCorp and its subsidiaries in accordance with their terms as in effect immediately before the effective time of the merger. Until December 31, 2017, the surviving corporation and its subsidiaries will provide or cause to be provided to each employee of StanCorp and its subsidiaries who remains in the employment of the surviving corporation following the effective time of the merger, other than an employee who has entered into a Retention Agreement with StanCorp (each, a “Continuing Employee”) (i) at least the same level of base compensation and target cash incentive bonus opportunities as were made available to such Continuing Employee by StanCorp and its subsidiaries immediately prior to effective time of the merger and (ii) employee benefits (other than equity or equity-based benefits, including the Company’s Employee Share Purchase Plan, and other than cash incentive bonus opportunities) that are, in the aggregate, at least as favorable to those provided to such Continuing Employee as of immediately prior to the effective time of the merger by StanCorp and its subsidiaries pursuant to its benefit plans. Notwithstanding any other provision of the Merger Agreement to the contrary, Meiji Yasuda will cause the surviving corporation and its subsidiaries to provide to each Continuing Employee whose employment is involuntarily terminated by the surviving corporation or its subsidiary without cause during the two-year period following the effective time of the merger severance benefits at least equal to the severance benefits that would have been payable by StanCorp and its subsidiaries in the ordinary course of business consistent with past practices immediately prior to the effective date of the merger.

Other Covenants and Agreements

StanCorp and Meiji Yasuda have made certain other covenants to and agreements with each other regarding various other matters including:

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Consents and Approvals

The Merger Agreement provides that Meiji Yasuda and StanCorp will use, and will cause their respective affiliates to use, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable law to consummate promptly the merger and the other transactions contemplated by the Merger Agreement, including:

More information on the required regulatory approvals and notices is available in the section titled “The Merger — Regulatory Approvals” beginning on page 55.

Meiji Yasuda and StanCorp have agreed, subject to certain limitations, to:

Notwithstanding any other terms of the Merger Agreement to the contrary, nothing in the Merger Agreement will be deemed to require Meiji Yasuda or StanCorp or any of their respective subsidiaries to agree to or take any action that would result in a burdensome condition.

For the purposes of the Merger Agreement, a “burdensome condition” means any arrangements, conditions or restrictions that (i) are not conditioned on the consummation of the transactions contemplated by the Merger Agreement in accordance with the terms thereof, (ii) with respect to certain insurance regulatory approvals, would reasonably be expected to have, individually or in the aggregate, a material adverse effect or (iii) as to JFSA approval, would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition, operations or results of operations of Meiji Yasuda and its subsidiaries (not including StanCorp and its subsidiaries), taken as a whole.

Conditions to the Merger

Conditions to Each Party’s Obligations. Each party’s obligation to consummate the merger is subject to the satisfaction or waiver of the following conditions:

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Conditions to StanCorp’s Obligations. The obligation of StanCorp to consummate the merger is subject to the satisfaction or waiver of the following additional conditions:

Conditions to Obligations of Meiji Yasuda and MYL Investments. The obligation of the Meiji Yasuda Parties to consummate the merger is subject to the satisfaction or waiver of the following additional conditions:

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Termination of the Merger Agreement

StanCorp and Meiji Yasuda may terminate the Merger Agreement by mutual written consent at any time before the consummation of the merger. In addition, with certain exceptions, either Meiji Yasuda or StanCorp may terminate the Merger Agreement at any time before the consummation of the merger if:

StanCorp may also terminate the Merger Agreement if:

Meiji Yasuda may also terminate the Merger Agreement if:

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Termination Fees

StanCorp has agreed to pay Meiji Yasuda a termination fee of $180 million in cash in the event that:

Notwithstanding the foregoing, StanCorp would have paid Meiji Yasuda a reduced termination fee of $90 million in cash in the event that:

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StanCorp has also agreed to pay Meiji Yasuda all of Meiji Yasuda’s and its affiliates’ reasonable, documented out-of-pocket expenses, not to exceed $20 million in the aggregate (the “expense reimbursement”), in the event that the Merger Agreement is terminated by the Company or Meiji Yasuda because (i) (A) the merger has not been consummated by the end date, without the shareholder vote having occurred, and all of the other conditions precedent to closing have been satisfied or (B) the special meeting has concluded and the approval of the proposal to approve the Merger Agreement has not been obtained and (ii) an alternative acquisition proposal is publicly announced or otherwise becomes publicly known or any party has publicly announced or communicated an intention, whether or not conditional, to make an alternative acquisition proposal, at any time after the date of the Merger Agreement or prior to the time of the taking of such a vote (or prior to termination of the Merger Agreement if no such shareholders meeting has occurred). If after payment of the expense reimbursement a termination fee becomes payable pursuant to the terms of the Merger Agreement, then the amount of such termination fee payment will be reduced by the amount of any previously paid expense reimbursement.

Amendment of the Merger Agreement

The Merger Agreement may be amended, by action taken or authorized by their respective boards of directors, in the case of StanCorp and MYL Investments, at any time before or after approval of the matters presented in connection with the merger by the shareholders of StanCorp, but after such approval, no amendment will be made which by law or in accordance with the rules and regulations of the NYSE requires further approval by such shareholders without such further approval. Notwithstanding the preceding sentence, no amendment will be made to the Merger Agreement after the effective time of the merger. The Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

Governing Law and Jurisdiction

The Merger Agreement is to be interpreted, construed and governed by and in accordance with Delaware law, without regard to its rules of conflicts of law, except that any disputes with respect to, arising out of, relating to, or in connection with fiduciary duties of the members of the Board or any other provisions in the Merger Agreement that are required by the “internal affairs doctrine” to be governed by the laws of the State of Oregon will be governed by such laws of the State of Oregon to the extent required. Each party to the Merger Agreement has irrevocably agreed to submit to the exclusive jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware with respect to the Merger Agreement and the rights and obligations arising thereunder, or for recognition and enforcement of any judgment in respect of the Merger Agreement and the rights and obligations arising thereunder brought by the other party or its successors or assigns and have agreed not to commence any litigation relating to such matters except in such Delaware state or federal courts.

Specific Performance

The parties to the Merger Agreement are entitled (in addition to any other remedy that they may be entitled in law, equity or otherwise) to an injunction or injunctions to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement.

APPRAISAL OR DISSENTERS RIGHTS

No appraisal or dissenters rights are available to holders of Common Stock in connection with the merger. Under Section 60.554(3) of the Oregon Business Corporation Act, StanCorp shareholders will not have appraisal or dissenters rights in connection with the merger since the shares of Common Stock were listed on the NYSE on the record date of the special meeting. StanCorp expects the Common Stock will continue to be listed on the NYSE through the record date for the special meeting and until completion of the merger.

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CURRENT MARKET PRICE OF COMMON STOCK

The Common Stock is traded on the NYSE under the symbol “SFG.” On September 14, 2015, there were 28,154 registered shareholders of Common Stock. Below is a summary of the NYSE high and low sales prices of shares of Common Stock on the NYSE, as reported in published financial sources as well as the cash dividend paid per share for the periods specified below. The closing market price of the Common Stock on the NYSE on July 23, 2015, the last full trading day before the announcement of the acquisition of StanCorp by Meiji Yasuda, was $76.69 per share. On September 14, 2015, the closing market price for the Common Stock on the NYSE was $114.56 per share. You are encouraged to obtain current market quotations for Common Stock in connection with voting your shares.

As permitted by the Merger Agreement, the Company expects to pay an annual cash dividend in November 2015 in an amount equal to $1.40 per share.

SUBMISSION OF SHAREHOLDER PROPOSALS

If the merger is consummated prior to our 2016 annual meeting of shareholders, we will not have public shareholders, and there will be no public participation in any future meetings of shareholders. However, if the merger is not consummated prior to our 2016 annual meeting of shareholders, we will hold such meeting and will provide notice of or otherwise publicly disclose the date on which such meeting will be held. If we have public shareholders at the time of our 2016 meeting, shareholder proposals will be eligible for consideration for inclusion in the proxy statement and form of proxy for our 2016 annual meeting of the shareholders in accordance with Rule 14a-8 under the Exchange Act and our Bylaws, as described below, and the following deadlines apply to the submission of shareholder proposals to be considered at our 2016 annual meeting of shareholders.

Any shareholder who meets the requirements of the proxy rules under the Exchange Act may submit to the Board proposals to be considered for submission to the shareholders at, and included in the proxy materials for, our 2016 annual meeting of shareholders. In order to be considered for inclusion in the proxy materials to be disseminated by the Board, your proposal must comply with the requirements of Rule 14a-8 under the Exchange Act and be addressed to Corporate Secretary, P12B, StanCorp Financial Group, Inc., PO Box 711, Portland, OR 97207 no later than November 24, 2015.

Under StanCorp’s Bylaws, to be properly brought before the meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before a meeting by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a shareholder. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a shareholder’s notice must be delivered to or mailed and received at Attention: Corporate Secretary, P12B, StanCorp Financial Group, Inc., PO Box 711, Portland, OR 97207, not less than 50 days nor more than 75 days prior to the meeting; provided, however, that in the event that less than 65 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 15th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. A shareholder’s notice to the Secretary must set forth (a) one or more matters appropriate for shareholder action that the shareholder proposes to bring before the meeting, (b) a brief description of the matters desired to be brought before the meeting and the reasons for conducting such business at the meeting, (c) the name and record address of the shareholder, (d) the class and number of shares of the Company which shareholder owns or is entitled to vote, and (e) any material interest of the shareholder in such matters. The presiding officer of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the Bylaws, and if the presiding officer should so determine, the presiding officer shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

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HOUSEHOLDING ISSUES

The SEC has adopted rules that permit companies and intermediaries (such as a broker, bank or other nominee) to implement a delivery procedure called “householding.” Under this procedure, multiple shareholders who reside at the same address may receive a single copy of our proxy materials, including this proxy statement and other proxy materials, unless the affected shareholder has provided contrary instructions to StanCorp or its broker, bank or other nominee, as applicable. This procedure provides extra convenience for shareholders and cost savings for companies.

Some banks, brokers and other nominees may be participating in the practice of “householding” proxy statements, including this proxy statement. This means that only one set of proxy materials may have been sent to multiple shareholders in your household. The bank, broker or other nominee will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. StanCorp also will promptly deliver a separate copy of proxy materials to you if you contact our proxy solicitor, Georgeson, toll-free at (866) 628-6024 or via email at stancorpfinancialgroup@georgeson.com. If you would like to receive separate copies of the proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee.

DELISTING OF COMMON STOCK

If the merger is completed, we expect that the Common Stock will be delisted from the NYSE and we will no longer file periodic reports with the SEC on account of the Common Stock.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership, as of September 14, 2015, of Common Stock by each Director, the Chief Executive Officer and certain Executive Officers, and by Executive Officers and Directors as a group.