Business Context and Reporting Period
Company: Assurant, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 15, 2008
Event: Shareholder approval of new executive compensation plans.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on the adoption of new compensatory arrangements.
Material Changes
On May 15, 2008, shareholders approved two new incentive plans, replacing or supplementing prior arrangements:
- Executive Short Term Incentive Plan: Replaces prior annual bonus structures for Executive Officers. Bonuses are based on net income.
- Long Term Equity Incentive Plan: Replaces the 2004 Long Term Incentive Plan. All equity grants made on or after May 15, 2008, will be issued under this new plan.
Guidance, Outlook, and Management Commentary
Executive Short Term Incentive Plan Details:
- Participants: Twelve officers designated for fiscal year 2008.
- Maximum Awards: Up to 0.38% of net income for eligible officers; up to 0.77% of net income for the Chief Executive Officer.
- Adjustments: The Compensation Committee may reduce awards based on financial/non-financial criteria and individual performance.
- Tax Treatment: Designed to qualify as performance-based compensation exempt from Section 162(m) deductibility limits.
Long Term Equity Incentive Plan Details:
- Share Reserve: Maximum of 3,400,000 shares of common stock.
- Award Types: Stock options, stock appreciation rights, restricted stock, unrestricted stock, and restricted stock units.
- Term: Ten years.
- Performance Goals: The Compensation Committee may establish goals to exempt performance shares/units from Section 162(m) limits. Reapproval of goals will be required in 2013 for awards granted after the 2013 stockholder meeting to maintain this exemption.
Investor Verification Checklist
- Verify the specific performance criteria established by the Compensation Committee for the 2008 fiscal year bonus reductions.
- Confirm the total number of shares reserved under the new Long Term Equity Incentive Plan (3,400,000) against the company's total authorized share count.
- Review the Proxy Statement filed on April 10, 2008, for detailed descriptions of Proposal Three and Proposal Four referenced in this filing.
- Monitor future filings for the 2013 reapproval of performance goals required to maintain Section 162(m) exemptions for long-term awards.