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AIZ > SEC Filings for AIZ > Form 8-K on 12-May-2014All Recent SEC Filings

Show all filings for ASSURANT INC



Change in Directors or Principal Officers, Submission of Matters to a Vote of Securi

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) As previously disclosed in a Current Report on Form 8-K filed by Assurant, Inc. (the "Company") on May 6, 2014, Christopher J. Pagano will succeed Michael J. Peninger as Executive Vice President and Chief Financial Officer of the Company, effective August 15, 2014.

In connection with Mr. Pagano's appointment, on May 8, 2014, the Compensation Committee of the Company's Board of Directors (the "Committee") increased Mr. Pagano's annual base salary from $565,000 to $615,000, effective May 16, 2014, and increased his target annual incentive opportunity for 2014 from 100% to 120%. In addition, the Committee granted Mr. Pagano a one-time equity award of 3,000 restricted stock units ("RSUs") under the Amended and Restated Assurant, Inc. Long Term Equity Incentive Plan (included as Exhibit 10.15 to the Company's Annual Report on Form 10-K filed on February 23, 2012). The RSUs will vest over a five-year period, with 10% vesting on each of the first four anniversaries of the grant date and the remaining 60% vesting on the fifth anniversary, subject to Mr. Pagano's continued employment through the applicable vesting dates.

Other than as set forth above, Mr. Pagano will continue to participate in the Company's compensation and benefits programs in the manner described in the Company's 2014 proxy statement filed on March 25, 2014.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders (the "Annual Meeting") on May 8, 2014. At the Annual Meeting, the Company's stockholders (1) elected each of the nominees listed below to the Company's Board of Directors to serve until the 2015 Annual Meeting or until their respective successors are elected and qualified, (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2014 and
(3) approved, by non-binding advisory vote, the 2013 compensation paid to the Company's named executive officers.

The following is a summary of the votes cast, as well as the number of abstentions and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director.

Proposal 1: Election of Directors.

Nominees:                             Votes For        Votes Against       Abstentions       Broker Non-Votes
Elaine D. Rosen                        56,403,849             328,540           185,005              2,423,840
Howard L. Carver                       56,249,053             490,371           177,970              2,423,840
Juan N. Cento                          56,358,703             352,280           206,411              2,423,840
Elyse Douglas                          56,681,691              73,167           162,536              2,423,840
Lawrence V. Jackson                    56,491,853             230,332           195,209              2,423,840
David B. Kelso                         56,319,219             387,864           210,311              2,423,840
Charles J. Koch                        56,342,423             364,173           210,798              2,423,840
Jean-Paul L. Montupet                  53,488,727           3,222,279           206,388              2,423,840
Robert B. Pollock                      56,715,724              54,088           147,582              2,423,840
Paul J. Reilly                         56,601,865             101,497           214,032              2,423,840
Robert W. Stein                        56,365,732             327,731           223,931              2,423,840

Proposal 2: Ratification of Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2014.

Votes For Votes Against Abstentions Broker Non-Votes 58,486,250 671,549 183,435 N/A

Proposal 3: Non-binding Advisory Vote on the 2013 Compensation of the Company's Named Executive Officers.

Votes For Votes Against Abstentions Broker Non-Votes 52,182,381 4,482,139 252,874 2,423,840

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