UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:           May 23, 2012

HORACE MANN EDUCATORS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		1-10890		37-0911756
(State of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1 Horace Mann Plaza, Springfield, Illinois 62715-0001

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 217-789-2500

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:

 

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

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Item 1.01:

Entry into a Material Definitive Agreement

As documented in Item 5.07, Amendment No. 1 to the Horace Mann Educators Corporation 2010 Comprehensive Executive Compensation Plan (the “Comprehensive Plan”) was approved by the shareholders of the Company at the Annual Meeting of Shareholders on May 23, 2012. As stated in the amendment, 2.2 million additional shares of HMEC’s Common Stock will be available under the Comprehensive Plan and will include a fungible share pool. The preceding summary is qualified in its entirety by Amendment No. 1, Exhibit 10.7(a) below, which is incorporated by reference herein.

At its meeting on May 23, 2012, the Board of Directors of Horace Mann Educators Corporation (“HMEC”) approved an amendment, to be effective June 1, 2012, to the Horace Mann Service Corporation (“HMSC”) Executive Severance Plan (the “Plan”) to provide for lump sum payments for any Participant that has a Severance Agreement, as such terms are defined in the Plan. The Plan amendment is attached as Exhibit 10.16(a) and is incorporated by reference herein.

 

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Item 5.07:

Submission of Matters to a Vote of Security Holders

HMEC’s Annual Meeting of Shareholders was held on May 23, 2012 (the “Annual Meeting”). On the record date of March 26, 2012, there were 39,780,007 shares of the Company’s Common Stock issued and outstanding and entitled to be voted at the Annual Meeting. The final results of the matters submitted to a vote of security holders are shown in the table below.

 

		Votes				Votes								Broker
		For				Against				Abstentions				Non-Votes
Proposal 1 -
Election of Directors:
Mary H. Futrell			36,698,275				226,230				16,352				892,366
Stephen J. Hasenmiller			36,805,220				135,510				127				892,366
Peter H. Heckman			36,805,588				135,150				119				892,366
Ronald J. Helow			36,797,029				143,701				127				892,366
Gabriel L. Shaheen			36,792,719				147,590				548				892,366
Roger J. Steinbecker			36,814,019				126,812				26				892,366
Robert Stricker			36,804,611				136,119				127				892,366
Charles R. Wright			36,813,576				126,483				798				892,366
Proposal 2 -
Approval of an amendment to the Horace Mann Educators Corporation 2010 Comprehensive Executive Compensation Plan which will make 2.2 million additional shares of Common Stock available under the Plan and will include a fungible share pool.			33,832,988				1,573,752				1,534,117				892,366
Proposal 3 -
Ratification of the appointment of KPMG LLP, an independent registered public accounting firm, as the Company’s auditors for the year ending December 31, 2012.			37,592,341				239,327				1,555				Not Applicable
Proposal 4 -
Approval of the advisory resolution on Named Executive Officers’ compensation.			35,141,387				1,740,150				59,320				892,366

 

Item 9.01:

Financial Statements and Exhibits

       (d)      Exhibits.    Management contracts and compensatory plans are indicated by an asterisk (*).

 

 

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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.

 

Date:  May 29, 2012

 

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