Business Context and Reporting Period
Company: Assurant, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 17, 2009
Subject: Adoption of equity award agreements under the Assurant, Inc. Long Term Equity Incentive Plan (ALTEIP).
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of executive compensation agreements.
Material Changes
On February 17, 2009, the Compensation Committee adopted two new forms of equity award agreements:
- Restricted Stock Unit (RSU) Agreement: Time-based awards vesting in three equal annual installments. Includes provisions for full vesting upon retirement, pro-rata vesting for termination without cause/death/disability, and forfeiture for other reasons. Dividend equivalents are paid in cash.
- Performance-Conditioned Restricted Stock Unit (PSU) Agreement: Performance-based awards for the period January 1, 2009, to December 31, 2011. Vesting is based on the average ranked percentile of the company relative to peers in three equally weighted goals: earnings per share growth, revenue growth, and total shareholder return.
Guidance, Outlook, and Risks
Performance Metrics: The PSU plan establishes specific performance goals for the 2009-2011 period, utilizing a peer index comparison. Vesting ranges from 0% (below 25th percentile) to 150% (at or above 75th percentile).
Change of Control Provisions:
- RSUs: Fully vest upon a Change of Control.
- PSUs: Vesting is accelerated based on a 50th percentile assumption if the Change of Control occurs before the first anniversary, or the greater of 50th percentile or actual performance if it occurs after the first anniversary.
Risks/Contingencies: The filing notes that participants are not entitled to voting rights for RSUs or PSUs. Unvested awards are subject to forfeiture upon termination for reasons other than retirement, death, disability, or termination without cause.
Investor Verification Checklist
- Verify the specific peer index used for the PSU performance calculations.
- Review the previously filed ALTEIP plan documents referenced in the filing for full legal terms.
- Confirm the number of awards granted under these new forms in subsequent filings.
- Monitor the company's performance against the 25th and 75th percentile thresholds for the 2009-2011 period.