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(Address, including zip code, and telephone number, including area code, of Registrant's Principal Executive Offices)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
iCommon
Stock, $0.01 Par Value
iAIZ
iNew York Stock Exchange
i5.25%
Subordinated Notes due 2061
iAIZN
iNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2021, Assurant, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the
Assurant, Inc. 2017 Long Term Equity Incentive Plan (the “ALTEIP”), previously approved by the Compensation Committee of the Company’s Board of Directors subject to stockholder approval, to increase the available share reserve under the ALTEIP by 900,000 shares of the Company’s common stock, par value $0.01 per share.
A summary of the amended ALTEIP was included as proposal four in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on March 22, 2021, and is incorporated herein by reference. The summary
of the amended ALTEIP is qualified in its entirety by reference to the full text of the amended ALTEIP, a copy of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders: (1) elected each of the nominees listed below to the Company’s Board of Directors to serve until the 2022 annual meeting of stockholders or until their respective successors are elected and qualified; (2) ratified the appointment
of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; (3) approved, by non-binding advisory vote, the 2020 compensation paid to the Company’s named executive officers; and (4) approved the amendment to the ALTEIP discussed in Item 5.02 above.
The following is a summary of the votes cast, as well as the number of abstentions and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director.
Proposal 1: Election of Directors.
Nominee
Votes
For
Votes Against
Abstentions
Broker Non-Votes
Elaine D. Rosen
52,238,437
327,228
18,873
3,701,883
Paget L. Alves
52,475,909
87,037
21,592
3,701,883
J. Braxton Carter
52,466,228
96,726
21,584
3,701,883
Juan
N. Cento
49,928,857
2,617,583
38,098
3,701,883
Alan B. Colberg
52,488,977
74,994
20,567
3,701,883
Harriet Edelman
52,235,584
327,727
21,227
3,701,883
Lawrence V. Jackson
49,994,535
2,567,863
22,140
3,701,883
Jean-Paul
L. Montupet
50,403,908
2,159,379
21,251
3,701,883
Debra J. Perry
49,975,967
2,587,860
20,711
3,701,883
Ognjen (Ogi) Redzic
52,457,098
101,214
26,226
3,701,883
Paul J. Reilly
52,344,286
218,371
21,881
3,701,883
Robert
W. Stein
52,451,690
111,087
21,761
3,701,883
Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent
Registered Public Accounting Firm for Fiscal Year 2021.
Votes
For
Votes Against
Abstentions
Broker Non-Votes
51,815,387
4,465,484
5,550
N/A
Proposal 3: Non-Binding Advisory Vote on the 2020 Compensation of the Company’s Named Executive Officers.
Votes
For
Votes Against
Abstentions
Broker Non-Votes
49,620,707
2,916,907
46,924
3,701,883
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Proposal 4: Approval of an Amendment to the Assurant, Inc. 2017 Long Term Equity Incentive Plan.
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
-3-
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
