Date of Report (Date of earliest event reported): February 7, 2024
Kemper Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-18298
DE
95-4255452
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)
200 E. Randolph Street, Suite 3300, Chicago, IL60601
(Address of principal executive offices, including zip code)
312-661-4600
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2.below):
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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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.10 per share
KMPR
NYSE
5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062
KMPB
NYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in 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
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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. ¨
Section 2 – Financial Information
Item 2.02.
Results of Operations and Financial Conditions.
On February 7, 2024, the Board of Directors (“Board”) of Kemper Corporation (“Company”) elected Suzet M. McKinney to the Board and appointed her to the Risk and Compensation Committees of the Board, in each case effective as of February 7, 2024.
Dr. McKinney will participate in the Company's non-employee director compensation program and is entitled to receive an indemnification agreement from the Company, the terms of which are described in the Director Compensation section of the Company's Proxy Statement for the 2023 Annual Meeting of Shareholders on file with the Securities and Exchange Commission (“SEC”).
There are no arrangements or understandings with Dr. McKinney pursuant to which she was selected as a director of the Company and there are no transactions involving Dr. McKinney or any of her immediate family members that are subject to disclosure by the Company under Item 404(a) of SEC Regulation S-K.
In addition, on February 7, 2024, Christopher B. Sarofim notified the Board that he will not stand for re-election at Kemper’s 2024 Annual Meeting of Shareholders. He will continue to serve as a director until the date of the Company’s Annual Meeting.
A copy of the press release announcing both Dr. McKinney’s election and Mr. Sarofim’s decision to not stand for re-election is attached as Exhibit 99.1.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Kemper Corporation
Date:
February 7, 2024
/s/ C. Thomas Evans, Jr.
C. Thomas Evans, Jr.
Executive Vice President, Secretary and General Counsel