Current Report Filing (8-k)
November 19 2012 - 3:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report:
November 14, 2012
HORACE MANN EDUCATORS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-10890
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37-0911756
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(State of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1 Horace Mann Plaza, Springfield, Illinois 62715-0001
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: 217-789-2500
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01:
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Entry into a Material Definitive Agreement
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On November 14, 2012 (Effective Date), the Company and its President and Chief Executive Officer (CEO), Peter H.
Heckman, entered into a transition agreement to assure Mr. Heckmans continued employment through December 31, 2013 (Transition Date). In light of Mr. Heckmans retirement eligibility, the Companys Board of
Directors created a Succession Planning Committee (Committee) in 2011 to address CEO succession. That Committee will oversee the process of selecting a new CEO and transitioning from Mr. Heckman to his successor. The Committee has
engaged an executive search firm to assist with the process, and both internal and external candidates will be considered.
The
transition agreement provides that, in return for Mr. Heckman providing continued service as CEO and transitional services to his successor and the Company, as needed, up to the Transition Date, he will be compensated through that period,
regardless if a successor is named prior to the Transition Date. The transition agreement includes acceleration of vesting of Mr. Heckmans outstanding stock options, service-based equity awards and earned performance-based equity awards,
whether granted before or after the Effective Date. In addition, as of the Transition Date, the Company will pay Mr. Heckman $20,000 for transitional services.
As of the Effective Date of the transition agreement, Mr. Heckman agreed to forego his individual change in control agreement, which included tax gross-ups and a 2.9 year salary benefit, in favor of
participation in the companys current executive change in control plan, which contains no tax gross-ups and has a 2.5 year salary benefit for the CEO position.
The Companys equity awards are routinely accrued over a pre-determined vesting period but, due to the accelerated vesting of Mr. Heckmans awards, the Company will be recording an additional expense
of approximately $2 million pretax, or 3 cents per diluted share, in its fourth quarter 2012 financial statements.
Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On November 14, 2012 (Effective Date), the Company and its President
and Chief Executive Officer (CEO), Peter H. Heckman, entered into a transition agreement to assure Mr. Heckmans continued employment through December 31, 2013 (Transition Date). Additional information is
included in Item 1.01 and is incorporated by reference herein.
Item 9.01:
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Financial Statements and Exhibits
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(d)
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Exhibits.
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99.1 Executive Transition Agreement between Horace Mann Educators Corporation and Peter H.
Heckman.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HORACE MANN EDUCATORS CORPORATION
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By:
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/s/ Bret A. Conklin
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Name: Bret A. Conklin
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Title: Senior Vice President & Controller
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(Principal Accounting Officer)
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Date: November 19, 2012
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