Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of Unum Group (the "Company") held on May
28, 2020 (the "Annual Meeting"), shareholders approved the Unum Group 2020
Employee Stock Purchase Plan (the "2020 ESPP"), as described in Item 5.07 below.
The Human Capital Committee of the Board had previously adopted the 2020 ESPP on
April 2, 2020, subject to shareholder approval. The 2020 ESPP is intended to
qualify as an "Employee Stock Purchase Plan" under Sections 421 and 423 of the
U.S. Internal Revenue Code (an "ESPP") and provides eligible employees of the
Company with an option to purchase shares of the Company's common stock at a
discount of up to 15% during designated offering periods. Up to 1,500,000 shares
may be issued under the 2020 ESPP plus any shares that remained available for
issuance under the Company's prior ESPP, the Unum Group Amended and Restated
Employee Stock Purchase Plan, as of April 1, 2020. A description of the material
features of the 2020 ESPP is set forth under the heading "Approval of the Unum
Group 2020 Employee Stock Purchase Plan" on pages 101 through 105 of the
Company's definitive proxy statement on Schedule 14A filed with the Securities
and Exchange Commission on April 16, 2020 (the "Proxy Statement"). This
description of the 2020 ESPP is qualified in its entirety by reference to the
full text of the 2020 ESPP, which was included as Appendix B to the Proxy
Statement and is filed herewith as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 28, 2020. Matters submitted to
shareholders at the Annual Meeting and voting results were as follows:
Item 1 - Election of Directors. Shareholders elected the eleven director
nominees listed below for one-year terms expiring in 2021, based upon the
following voting results:
Broker
Nominee For Against Abstained Non-Votes
Theodore H. Bunting, Jr. 166,650,512 1,840,518 161,873 12,110,258
Susan L. Cross
167,814,360 682,415 156,128 12,110,258
Susan D. DeVore 167,809,064 686,105 157,734 12,110,258
Joseph J. Echevarria 155,090,762 13,399,604 162,537 12,110,258
Cynthia L. Egan
165,693,173 2,801,442 158,288 12,110,258
Kevin T. Kabat 161,216,589 7,272,365 163,949 12,110,258
Timothy F. Keaney 167,778,288 711,656 162,959 12,110,258
Gloria C. Larson
161,612,237 6,884,445 156,221 12,110,258
Richard P. McKenney 167,778,794 714,949 159,160 12,110,258
Ronald P. O'Hanley 166,698,879 1,792,052 161,972 12,110,258
Francis J. Shammo 167,769,587 720,346 162,970 12,110,258
Item 2 - Advisory Vote to Approve Executive Compensation. Shareholders approved,
on an advisory basis, the compensation of Unum Group's named executive officers,
based upon the following voting results:
For Against Abstained Broker Non-Votes
157,655,482 10,721,441 275,980 12,110,258
Item 3 - Ratification of Appointment of Independent Registered Public Accounting
Firm. Shareholders ratified the appointment of Ernst & Young LLP as Unum Group's
independent registered public accounting firm for 2020, based upon the following
voting results:
For Against Abstained Broker Non-Votes
172,553,246 7,994,593 215,322 -
--------------------------------------------------------------------------------
Item 4 - Approval of the Unum Group 2020 Employee Stock Purchase Plan.
Shareholders approved the Unum Group 2020 Employee Stock Purchase Plan, based
upon the following voting results:
For Against Abstained Broker Non-Votes
167,462,078 1,045,666 145,159 12,110,258
Item 5 - Approval of the Unum European Holding Company Limited Savings-Related
Share Option Scheme 2021. Shareholders approved the Unum European Holding
Company Limited Savings-Related Share Option Scheme 2021, based upon the
following voting results:
For Against Abstained Broker Non-Votes
167,880,380 557,474 215,049 12,110,558
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Unum Group Stock 2020 Employee Stock Purchase Plan.
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses