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8-KThe WireRoutine

Bylaw Amendment

Filed Mar 17, 2021 · 5y ago · Accession 0000005513-21-000078

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 UNUM GROUP (Exact name of registrant as specified in its charter) Delaware 001-11294 62-1598430 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1 Fountain Square Chattanooga , Tennessee 37402 (Address of principal executive offices) (Zip Code) ( 423 ) 294-1011 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common stock, $0.10 par value   UNM   New York Stock Exchange 6.250% Junior Subordinated Notes due 2058 UNMA New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☐ 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 16, 2021, the Board of Directors (the “Board”) of Unum Group (the “Company”) adopted amendments to the Company's Amended and Restated Bylaws (the “Bylaws”). Article II, Section 9 of the Bylaws was amended to include a designee of the Board Chairman or Lead Independent Director, as applicable, among the persons who may preside over meetings of the stockholders. This section was also revised to remove a requirement that the person presiding over such meetings announce when the polls open and close for each matter upon which stockholders will vote. Article II, Section 10 of the Bylaws was added to require that certain stockholder communications be delivered in writing, rather than in an electronic transmission. Article III, Section 1 of the Bylaws was amended to change the mandatory director retirement age to 75 from 72. Section 2 of this Article was also amended to limit the number of directors a stockholder may nominate for election at an annual or special meeting to the number of directors to be elected at such meeting. Article V, Section 1 of the Bylaws was amended to clarify that written notices to registered owners of uncertificated shares may also be provided by electronic transmission. In addition, Article VII, Section 5 of the Bylaws was amended to specify the federal district courts of the United States as the exclusive forum for actions arising under the Securities Act of 1933, as amended, unless the Company consents in writing to an alternative forum, and to provide for consent to the provisions of Article VII, Section 5 through acquiring or holding the Company’s capital stock. The above description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference. Item 9.01      Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Bylaws of Unum Group, effective March 16, 2021. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Unum Group (Registrant) Date: March 17, 2021 By: /s/ J. Paul Jullienne Name: J. Paul Jullienne Title: Vice President, Managing Counsel, and Corporate Secretary
Filing details
Company
Unum Group
Ticker
UNM
CIK
5513
Form type
8-K
Filing date
Mar 17, 2021
Report date
Mar 16, 2021
Document
unm-20210316.htm
Size
479 KB