Assurant, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Assurant, Inc. on June 3, 2005. The filing details the Board of Directors' decision to amend and restate the Assurant, Inc. Directors Compensation Plan and to approve specific compensation for the Non-Executive Chair of the Board.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on governance and compensation adjustments.
Material Changes
The Board implemented the following changes to the Directors Compensation Plan effective June 3, 2005:
- Base Annual Retainer: Increased to $40,000 for non-employee directors.
- Committee Retainers:
- Audit Committee Chair: $25,000; Member: $10,000.
- Compensation Committee Chair: $7,500; Member: $3,750.
- Future Committee Chair: $5,000; Member: $2,500.
- Financial Planning Reimbursement: Non-employee directors may be reimbursed up to $5,000 annually.
- Annual Stock Grant: Increased to shares with a fair market value of $60,000.
- Stock Appreciation Rights (SARs):
- Increased to shares with a fair market value of $60,000.
- Settled in Common Stock rather than cash.
- Term reduced from ten years to five years.
- Immediately vested and exercisable, but shares are restricted from sale or transfer until the fifth anniversary of the grant or the first anniversary of termination.
- Issued pursuant to the 2004 Long-Term Incentive Plan to comply with NYSE listing requirements.
Non-Executive Chair Compensation: Approved an annual cash retainer of $67,500 and an annual stock award with a fair market value of $25,000.
Guidance, Outlook, and Risks
The filing contains no guidance, outlook, management commentary on operations, or discussion of risks and contingencies beyond the specific changes to the compensation plan.
Key Facts for Investor Verification
- Verify the total increase in director compensation costs resulting from the new retainers and stock awards.
- Confirm the impact of the SAR settlement change (cash to stock) on the company's equity dilution.
- Review the vesting and transfer restrictions on the new SARs to understand director liquidity constraints.
- Ensure the compensation plan amendments align with the Assurant, Inc. 2004 Long-Term Incentive Plan and NYSE listing standards.