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SYMETRA FINANCIAL CORP FILES (8-K/A) Disclosing Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 20, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 9, 2014, the Company held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). Matters voted upon by the stockholders at the Annual Meeting were the: (1) election of two Class I directors; (2)(a) approval of the Symetra Financial Corporation Annual Incentive Bonus Plan; (2)(b) approval of the Symetra Financial Corporation Equity Plan, including an amendment to extend the term of that plan until June 30, 2019; (3) approval of an advisory (non-binding) resolution on the Company's executive compensation; and (4) ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

Proposal 1

The nominees for Class I directors listed below were each elected to serve as a Class I director with a three-year term expiring in 2017.

The results were as follows for nominee: Peter S. Burgess

Votes For 107,144,795 Votes Against 754,165 Abstained 22,270 Broker Non Votes 4,043,947



The results were as follows for nominee: Robert R. Lusardi

Votes For 107,177,166 Votes Against 679,817 Abstained 64,247 Broker Non Votes 4,043,947 Proposal 2(a)



The Company's stockholders approved the Symetra Financial Corporation Annual Incentive Bonus Plan. The results were as follows:

Votes For 106,623,600 Votes Against 1,105,503 Abstained 192,127 Broker Non Votes 4,043,947 Proposal 2(b)



The Company's stockholders approved the Symetra Financial Corporation Equity Plan, including an amendment to extend the term of that plan until June 30, 2019. The results were as follows:

Votes For 106,859,444 Votes Against 1,023,005 Abstained 38,781 Broker Non Votes 4,043,947 Proposal 3



The Company's stockholders approved the advisory (non-binding) resolution on the executive compensation of the Company's Named Executive Officers as described in the Company's 2014 Proxy Statement. The results were as follows:

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Votes For 105,977,296 Votes Against 1,888,900 Abstained 55,034 Broker Non Votes 4,043,947 Proposal 4



The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. The results were as follows:

Votes For 111,670,784 Votes Against 265,785 Abstained 28,608 Broker Non Votes 0



Item 9.01 Financial Statements and Exhibits. Explanatory Note: This Amendment No. 1 to Current Report on Form 8-K is filed solely to revise the EDGAR data so as to assure that this Item 9.01 appears in the appropriate document type identifier fields in the database, and to correct a typographical error that appears in the reference to the date of the registrant's Definitive Proxy Statement. All other data in the previously filed report remains as initially filed.

(d) Exhibits

10 .01 Form of Performance Unit Award Agreement Pursuant to Symetra Financial Corporation Equity Plan 2014-2016 Grant ** 10 .02 Form of Restricted Stock Agreement Pursuant to Symetra Financial Corporation Equity Plan ** 10 .03 Amended and Restated Annual Incentive Bonus Plan dated March 5, 2014 and effective May 9, 2014* 10 .04 Amended and Restated Equity Plan dated March 5, 2014 and effective May 9, 2014 * * Incorporated by reference to the registrant's Definitive Proxy Statement on Schedule 14A, filed on March 27, 2014. ** Filed Herewith



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