Assurant, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report (Form 8-K) was filed by Assurant, Inc. on May 12, 2011, covering events occurring on May 12 and May 13, 2011. The filing details the results of the Company's Annual Meeting of Stockholders and subsequent amendments to its corporate By-laws.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and shareholder voting outcomes rather than financial performance data.
Material Changes and Corporate Actions
- By-law Amendments: On May 13, 2011, the Board approved amendments to the Amended and Restated By-laws. Changes included technical clarifications to Articles I and II and the addition of Article XI, which establishes a forum selection provision for stockholder derivative lawsuits.
- Annual Meeting Results: Held on May 12, 2011, the meeting resulted in the election of nine directors, ratification of PricewaterhouseCoopers LLP as the independent auditor, and advisory votes on executive compensation.
Shareholder Voting Outcomes
| Proposal | Outcome | Key Vote Counts |
|---|---|---|
| Election of Directors | All 9 nominees elected | Votes ranged from ~78M to ~81M For; ~113K to ~3.3M Against |
| Ratification of Auditor (PwC) | Approved | 83,427,063 For; 1,043,097 Against |
| 2010 Executive Compensation (Say-on-Pay) | Approved (Non-binding) | 66,787,676 For; 14,385,691 Against |
| Frequency of Future Say-on-Pay Votes | Annual Frequency Selected | 69,466,086 For 1 Year; 11,799,901 For 3 Years |
Guidance, Risks, and Contingencies
The filing does not contain management guidance, outlook, or specific risk factors. The primary contingency noted is the new forum selection provision in the By-laws, which deems any person acquiring an interest in the Company's stock to have consented to the designated forum for derivative lawsuits.
Key Facts for Investor Verification
- Verify the specific text of the new Article XI regarding the forum selection provision for derivative lawsuits in the attached Exhibit 3.1.
- Note the significant number of votes cast against the 2010 executive compensation package (approximately 14.4 million votes against).
- Confirm the split in shareholder preference for future compensation vote frequency, with a majority favoring annual votes but a substantial minority (approx. 11.8 million votes) favoring a three-year cycle.
- Review the full list of elected directors and their tenure terms ending at the 2012 Annual Meeting.