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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed May 20, 2022 · 4y ago · Accession 0000101199-22-000050

Plain English

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

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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): May 18, 2022   United Fire Group Inc . (Exact name of registrant as specified in its charter)   Iowa 001-34257 45-2302834 (State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 118 Second Avenue SE Cedar Rapids Iowa 52401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 319 )  399-5700 _______________________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: ☐   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 Exchange Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.001 par value UFCS The NASDAQ Global Select Market   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 ☐ 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 At a meeting of the Board of Directors of United Fire Group, Inc. (the "Company" or "UFG") held on May 18, 2022, the directors approved the Company entering into the Company's standard form of Change in Control Severance Agreement for its named executive officers with VP & Chief Legal Officer, Sarah E. Madsen. The agreement, among other things, provides for: 1) an 18-month non-competition agreement and 2) in the event of both a change in control and termination of employment by the Company without cause: a) a severance benefit payable to the named executive officer in an amount equal to 1.5 times her highest annual base salary plus target annual incentive compensation, b) the continuation of certain insurance benefits for a period of 18 months, c) the full vesting of each long-term incentive award held by the named executive officer, with any performance measures deemed satisfied at the target level, and d) certain outplacement benefits. Item 5.07. Submission of Matters to a Vote of Security Holders. On May 18, 2022, the Company held its 2022 Annual Meeting of Shareholders (the "Annual Meeting") . Each of the director nominees were elected and all of the other proposals submitted to the Company's shareholders were approved. The following are the final voting results for each proposal presented at the Annual Meeting. Proposal 1: Elect one Class C Director to serve the remainder of a term expiring in 2024 and four Class B Directors to serve three-year terms expiring in 2025. Director Nominee Number of Shares Name Class Shares For Shares Against Shares Abstained Broker Non-Votes Mark Green C 21,496,262  41,186  17,182  874,399  John-Paul Besong B 21,403,390  124,001  27,240  874,399  Kyle Skogman B 20,183,861  1,356,181  14,588  874,399  Matt Foran B 21,488,713  52,227  13,690  874,399  James Noyce B 20,456,626  1,084,316  13,689  874,399  Proposal 2: Ratify the Audit Committee's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2022. Number of Shares Shares For Shares Against Shares Abstained Broker Non-Votes 21,851,426  570,134  7,469  —  Proposal 3: Shareholder advisory vote to approve the compensation of the Company’s named executive officers. Number of Shares Shares For Shares Against Shares Abstained Broker Non-Votes 21,420,716  117,258  16,657  874,399  Item 7.01. Regulation FD Disclosure. Effective May 18, 2022, the Company announced the election of officers for its subsidiary United Fire & Casualty Company. A copy of the Company’s press release announcing the voting results of the Annual Meeting and election of new officers is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933. Item 9.01. Financial Statements and Exhibits. (d)     Exhibits. Exhibit 99.1 Press release of United Fire Group, Inc. dated May 2 0 , 202 2 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 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.   United Fire Group, Inc.   (Registrant)     Dated: May 20, 2022 /s/ Randy Ramlo   Randy A. Ramlo, Chief Executive Officer 2
Filing details
Ticker
UFCS
CIK
101199
Form type
8-K
Filing date
May 20, 2022
Report date
May 18, 2022
Document
ufcs-20220518.htm
Size
253 KB