ufcs-20250407

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

UNITED FIRE GROUP, INC.

(Name of registrant as specified in its charter)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

UNITED FIRE GROUP, INC.
118 Second Avenue SE, Cedar Rapids, Iowa 52401

April 8, 2025

Dear Fellow Shareholder:

I am pleased to invite you to join us at United Fire Group, Inc.’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”). This year’s meeting will be held in virtual meeting format only via live audio webcast. You will be able to attend the Annual Meeting, submit questions and vote online during the Annual Meeting by logging on to www.meetnow.global/MA5DAKF using your 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on your Proxy Card.

The meeting will take place on Wednesday, May 21, 2025, at 10:00 a.m. Central Time. At this year’s meeting, you will be asked to vote on the following proposals:

Proposals

Recommended
Vote

Election of three Class B Directors identified in the proxy statement.

FOR

Ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025.

FOR

Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

FOR

Management will also report on United Fire Group, Inc.’s business and shareholders will have an opportunity to ask questions of management and Ernst & Young LLP.

Attached you will find a notice of the Annual Meeting and a Proxy Statement that contains additional information about the meeting and explains the methods you can use to vote your proxy, including by telephone and over the Internet.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to sign your proxy card and return it in the enclosed postage-paid envelope or vote by telephone or Internet prior to the meeting. This ensures that your shares of United Fire Group, Inc.’s Common Stock will be represented and voted at the meeting, even if you cannot attend.

James W. Noyce
Chairperson of the Board of Directors

UNITED FIRE GROUP, INC.

118 Second Avenue SE, Cedar Rapids, Iowa 52401

Notice of 2025 Annual Meeting of Shareholders of United Fire Group, Inc.

Date and time: Wednesday, May 21, 2025, at 10:00 a.m. Central Time.

Place: Virtually via live audio webcast. Shareholders will be able to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”), submit questions and vote online by logging on to www.meetnow.global/MA5DAKF at the Annual Meeting date and time using their 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on the proxy card.

Items of business: At the Annual Meeting, we will ask shareholders to:

1. Elect three Class B Directors identified in the attached proxy statement for three-year terms expiring in 2028.

2. Ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025.

3. Approve, on an advisory basis, the compensation of our named executive officers.

4. Vote upon such other matters as may properly come before the meeting or at any adjournment or postponement thereof.

Who can vote: You can vote if you were a shareholder of record on March 24, 2025.

On or about April 8, 2025, we will begin mailing to our shareholders a Notice Regarding the Availability of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing the Notice Regarding the Availability of Proxy Materials, we are lowering the costs and reducing the environmental impact of our Annual Meeting.

The Board of Directors recommends that shareholders vote FOR the election of each director nominee named in Proposal 1 of the Proxy Statement and FOR Proposals 2 and 3.

By Order of the Board of Directors,

Sarah E. Madsen, Senior Vice President, Chief Legal Officer & Corporate Secretary

Dated April 8, 2025, at Cedar Rapids, Iowa

Your vote is important. Instructions on how to vote are contained in this Proxy Statement and in the Notice Regarding the Availability of Proxy Materials. Please cast your vote by telephone or over the Internet as described in those materials. Alternatively, if you requested a copy of the proxy/voting instruction card by mail, you may mark, sign, date and return the proxy/voting instruction card in the envelope provided.

Table of Contents


ANNUAL MEETING OF SHAREHOLDERS			2
Questions and Answers About the Annual Meeting			2
Shareholders of Record			3
Brokerage and Other Account Holders			3
401(k) Plan Participants			3
Delivery of One Set of Annual Meeting Materials to Shareholders in a Single Residence			5
Electronic Availability of Proxy Materials			6
BOARD OF DIRECTORS			7
Corporate Governance			7
Board Size, Composition and Independence Determination			7
Qualifications, Skills and Diversity of Directors and Director Nominees			7
Board Diversity Matrix			8
Attendance at Director and Shareholder Meetings			8
Director Retirement			8
Director Stock Ownership			9
Board Leadership Structure			9
Risk Oversight by the Board of Directors			9
Recovery of Erroneously Awarded Compensation Policy			10
Anti-Hedging and Anti-Pledging Policy			10
Code of Ethics			11
Board Effectiveness Assessment and Evaluation Process			11
Director Compensation			11
Executive Sessions of Independent Directors			11
Access to Management and Independent Advisers			11
ESG Initiatives and Oversight			11
Committees of the Board			13
Audit Committee			13
Compensation Committee			13
Executive Committee			14
Investment Committee			14
Risk Management Committee			14
Nominating and Governance Committee			14
Director Nomination Process			15
Transactions with Related Persons			15
Communicating with the Board of Directors			16
Shareholder Proposals and Director Nominations for the 2026 Annual Meeting			16
Other Matters			16
PROPOSAL ONE — ELECTION OF DIRECTORS			17
Director Nominees			17
Vote Required and Board Recommendation			18
Continuing Directors			19
PROPOSAL TWO — RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22
Information About Our Independent Registered Public Accounting Firm			22
Fees Billed to United Fire Group, Inc. During 2024 and 2023			22
Audit Committee Pre-Approval			22
Vote Required and Board Recommendation			22
Report of the Audit Committee			22
PROPOSAL THREE — SHAREHOLDER ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			24


Say-On-Pay Advisory Vote			24
Vote Required and Board Recommendation			24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS			25
Security Ownership of Management			26
EQUITY COMPENSATION PLAN INFORMATION			27
DELINQUENT SECTION 16(A) REPORTS			28
EXECUTIVE COMPENSATION			29
Compensation Discussion and Analysis			29
Consideration of Say-on-Pay Results			29
Compensation and Benefits Philosophy			29
Risk Considerations			30
Annual Compensation Process			30
Role of Management			30
Role of the Compensation Committee and Board of Directors			31
Role of Independent Consultant			31

SEC Form DEF 14A filed by United Fire Group Inc.