Current Report Filing (8-k)
November 10 2015 - 3:52PM
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 (Date of earliest event reported) November 9, 2015
STANCORP FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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State of Oregon |
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1-14925 |
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93-1253576 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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1100 SW Sixth Avenue, Portland, Oregon |
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97204 |
(Address of principal executive offices) |
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(Zip Code) |
(971) 321-7000
(Registrants telephone number, including area code)
No Change
(Former name,
former address and former fiscal year, if changed since last report)
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)) |
Section 5 Corporate Governance and Management
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At the Special Meeting of Shareholders
(Special Meeting) held on November 9, 2015, the shareholders of StanCorp Financial Group, Inc. (StanCorp) voted in favor of the matters described below. The final results of the voting were as follows:
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Votes For |
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Votes Against |
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Abstained |
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Broker Non- Votes |
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1. Proposal to approve the Agreement and Plan of Merger dated as of July 23, 2015, among Meiji Yasuda Life
Insurance Company, MYL Investments (Delaware) Inc. and StanCorp Financial Group, Inc., as it may be amended from time to time |
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30,354,355 |
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246,695 |
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98,762 |
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Votes For |
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Votes Against |
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Abstained |
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Broker Non- Votes |
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2. Proposal to approve, on an advisory (non-binding) basis, the compensation to be paid to StanCorp
Financial Group, Inc.s named executive officers in connection with the merger as disclosed in its proxy statement |
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29,688,329 |
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822,449 |
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189,034 |
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StanCorp also solicited proxies with respect to the adjournment of the Special Meeting to a later time and date, if necessary
or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the Merger Agreement. Sufficient votes were received at the time of the Special
Meeting to approve the Merger Agreement, therefore, the proposal to approve the adjournment of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to shareholders of StanCorp for
approval at the Special Meeting.
Section 8 Other Events
On November 9, 2015, StanCorp issued a press release announcing that shareholders
voted to approve the Agreement and Plan of Merger entered into on July 23, 2015 by and among StanCorp, Meiji Yasuda Life Insurance Company (Meiji Yasuda), and MYL Investments (Delaware) Inc. under which Meiji Yasuda will acquire all
outstanding shares of StanCorp for $115.00 per share in cash. A copy of the press release is attached hereto as Exhibit 99.1 and filed herewith.
Section 9 Financial Statements and Exhibits
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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99.1 |
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StanCorp Financial Group, Inc. press release dated November 9, 2015 |
SIGNATURES
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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STANCORP FINANCIAL GROUP, INC. |
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Dated: November 10, 2015 |
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/s/ Robert M. Erickson |
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Robert M. Erickson |
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Vice President, Controller and Treasurer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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*99.1 |
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StanCorp Financial Group, Inc. press release dated November 9, 2015 |
Exhibit 99.1
StanCorp Financial Group, Inc. Shareholders Approve Acquisition by Meiji Yasuda
PORTLAND, Ore. November 9, 2015 StanCorp Financial Group, Inc. (StanCorp) (NYSE:SFG) announced that shareholders voted today
during a special meeting held in Portland to approve the Agreement and Plan of Merger entered into on July 23, 2015 by and among StanCorp, Meiji Yasuda Life Insurance Company (Meiji Yasuda), and MYL Investments (Delaware) Inc. under
which Meiji Yasuda will acquire all outstanding shares of StanCorp for $115.00 per share in cash. More than 99% of the votes cast were in favor of the transaction. Completion of the merger remains subject to approval by certain regulatory
authorities in the United States and Japan, as well as customary closing conditions, which StanCorp expects to occur in the first quarter of 2016.
About StanCorp Financial Group, Inc.
StanCorp Financial
Group, Inc., through its subsidiaries marketed as The Standard Standard Insurance Company, The Standard Life Insurance Company of New York, Standard Retirement Services, StanCorp Mortgage Investors, StanCorp Investment Advisers, StanCorp Real
Estate and StanCorp Equities is a leading provider of financial products and services. StanCorps subsidiaries offer group and individual disability insurance, group life and accidental death and dismemberment insurance, group dental and
group vision insurance, absence management services, retirement plans products and services, individual annuities, and the origination and servicing of fixed-rate commercial mortgage loans. For more information about StanCorp Financial Group, Inc.,
visit its investor relations website at www.stancorpfinancial.com.
Disclosure
Information in this news release includes certain statements related to future events. These statements are forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results in future periods may differ materially from those expressed or implied by such forward-looking
statements. See StanCorps 2014 Form 10-K and the third quarter 2015 report on Form 10-Q filed with the Securities and Exchange Commission for a description of the types of risks and uncertainties that may affect actual results.
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Contacts
Investor Relations and Financial Media
Jeff Hallin
Vice President, Investor Relations and Capital Markets
(971)
321-6127
jeff.hallin@standard.com
General Media
Bob Speltz
Senior Director, Public Affairs
(971) 321-3162
bob.speltz@standard.com
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