Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders held by Assurant, Inc. on May 13, 2010. The filing details the outcomes of five proposals submitted to shareholders, including director elections, auditor ratification, and amendments to corporate governance documents and equity incentive plans.
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 corporate governance actions and voting results.
Material Changes and Voting Results
Shareholders approved the following material changes at the Annual Meeting:
- Director Elections: All four nominees (Howard L. Carver, Juan N. Cento, Allen R. Freedman, and Elaine D. Rosen) were elected to the Board of Directors.
- Auditor Ratification: PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2010.
- Governance Amendments: The Company approved amendments to implement majority voting for uncontested director elections and to declassify the Board of Directors.
- Equity Plan Amendment: The Assurant, Inc. Long Term Equity Incentive Plan (ALTEIP) was amended to increase the number of shares available for issuance from 3,400,000 to 5,300,000.
Voting Highlights:
- Proposal 1 (Directors): Votes ranged from approximately 94.0 million to 94.9 million "For" with minimal votes withheld.
- Proposal 2 (Auditor): Received 99,124,178 votes "For" versus 612,118 "Against".
- Proposal 3 (Majority Voting): Received 96,536,100 votes "For" versus 3,144,142 "Against".
- Proposal 4 (Declassification): Received 99,500,450 votes "For" versus 232,282 "Against".
- Proposal 5 (ALTEIP): Received 82,348,471 votes "For" versus 13,283,281 "Against".
Guidance, Outlook, and Risks
The filing contains no management commentary regarding future financial guidance, outlook, risks, or contingencies. It is a procedural report confirming the successful passage of shareholder proposals.
Investor Verification Checklist
- Verify the effective date of the ALTEIP amendment (March 27, 2010) and the new share cap of 5,300,000.
- Confirm the implementation timeline for the declassification of the Board of Directors and majority voting standards.
- Review the definitive 2010 Proxy Statement (filed April 8, 2010) for detailed descriptions of the equity plan and governance changes.
- Note that the filing does not provide updated financial results; refer to the most recent 10-Q or 10-K for financial metrics.