Assurant Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$AIZ
Property-Casualty Insurers
Finance
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): May 21, 2025
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(770 ) 763-1000
(Address, including zip code, and telephone number, including area code, of Registrant's Principal Executive Offices)
N/A
(Former Name or Former Address, 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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 21, 2025, Assurant, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”), during which the Company’s stockholders approved certain amendments (the “Charter Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”; and, as so amended and restated, the “Restated Charter”). As further described in the Company’s definitive proxy statement filed on April 8, 2025 (the “Proxy”), the Charter Amendments (a) enable adoption of a stockholders’ right to call special meetings of stockholders (the “Special Meeting Charter Amendment”), (b) limit the liability of officers to the fullest extent permitted by the General Corporation Law of the State of Delaware and (c) implement certain other miscellaneous changes to update and modernize the Company’s Charter. The Charter Amendments became effective upon the filing of a Certificate of Amendment of Amended and Restated Certificate of Corporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 21, 2025.
On May 21, 2025, the Company also filed with the Secretary of State of the State of Delaware a Certificate of Elimination of 6.50% Series D Mandatory Convertible Preferred Stock of Assurant, Inc. (the “Certificate of Elimination”) to eliminate from the Company’s Charter all matters relating to the Certificate of Designations of 6.50% Series D Mandatory Convertible Preferred Stock (such series, the “MCPS”). All outstanding shares of MCPS have been converted into shares of common stock of the Company, and no MCPS were issued or outstanding at the time of filing the Certificate of Elimination. The Certificate of Elimination became effective upon filing.
On May 21, 2025, the Company also filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation (the “Restated Charter”) that restated and integrated, but did not further amend, the Charter (as amended through the filing of the Certificate of Amendment and the Certificate of Elimination described above). The Restated Charter became effective upon filing.
In connection with the Charter Amendments, on May 21, 2025, the Board approved certain amendments (the “By-law Amendments”) to the Company’s Amended and Restated By-laws (as so amended and restated, the “Amended By-laws”), including to implement the Special Meeting Charter Amendment and to make other conforming or clarifying changes. As further described in the Proxy, the Amended By-laws provide, in part, that stockholders who own at least 25% of the voting power of the outstanding shares of common stock of the Company entitled to vote may request that the Board call a special meeting of stockholders. The Amended By-laws became effective on May 21, 2025.
The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, the Certificate of Elimination, the Restated Charter and the Amended By-laws, a copy of which is filed as Exhibit 3.1, Exhibit 3.2, Exhibit 3.3 and Exhibit 3.4, respectively, and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on seven proposals. The final voting results were as follows:
Proposal 1: Elected the 10 nominees listed below to the Company’s Board of Directors to serve until the 2026 annual meeting of stockholders or until their respective successors have been elected and qualified.
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
Elaine D. Rosen | 44,282,112 | 1,442,060 | 35,329 | 2,597,457 | ||||||||||
Rajiv Basu | 45,680,736 | 42,995 | 35,770 | 2,597,457 | ||||||||||
J. Braxton Carter | 45,671,900 | 51,932 | 35,669 | 2,597,457 | ||||||||||
Keith W. Demmings | 45,674,317 | 53,151 | 32,033 | 2,597,457 | ||||||||||
Harriet Edelman | 45,687,060 | 35,201 | 37,240 | 2,597,457 | ||||||||||
Sari Granat | 45,131,975 | 591,402 | 36,124 | 2,597,457 | ||||||||||
Debra J. Perry | 45,648,838 | 41,308 | 69,355 | 2,597,457 | ||||||||||
Ognjen (Ogi) Redzic | 45,669,004 | 54,891 | 35,606 | 2,597,457 | ||||||||||
Paul J. Reilly | 43,864,351 | 1,859,346 | 35,804 | 2,597,457 | ||||||||||
Kevin M. Warren | 45,667,997 | 55,061 | 36,443 | 2,597,457 | ||||||||||
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Proposal 2: Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2025.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 45,171,796 | 3,174,014 | 11,148 | N/A | |||||||||||||||||
Proposal 3: Approved, by non-binding advisory vote, the 2024 compensation of the Company’s named executive officers.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 43,799,282 | 1,857,911 | 102,308 | 2,597,457 | |||||||||||||||||
Proposal 4: Approved amendments to the Company’s Amended and Restated Certificate of Incorporation to enable adoption of a stockholders’ right to call a special meeting of stockholders.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 43,795,958 | 252,991 | 1,710,552 | 2,597,457 | |||||||||||||||||
Proposal 5: Approved amendments to the Company’s Amended and Restated Certificate of Incorporation to limit liability of officers as permitted by law.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 41,901,274 | 3,818,732 | 39,495 | 2,597,457 | |||||||||||||||||
Proposal 6: Approved amendments to the Company’s Amended and Restated Certificate of Incorporation to implement other miscellaneous changes.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 45,660,833 | 46,574 | 52,094 | 2,597,457 | |||||||||||||||||
Proposal 7: Disapproved a stockholder proposal entitled “Give shareholders the ability to call for a special shareholder meeting”.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 16,262,655 | 29,461,003 | 35,843 | 2,597,457 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Exhibit | ||||
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
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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.
| ASSURANT, INC. | |||||||||||
| Date: May 23, 2025 | By: | /s/ Jay Rosenblum | |||||||||
| Name: Jay Rosenblum | |||||||||||
| Title: Executive Vice President, Chief Legal Officer | |||||||||||
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