SEC Document
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 18, 2016
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FBL Financial Group, Inc. |
(Exact name of registrant as specified in its charter) |
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Iowa | 1-11917 | 42-1411715 |
(State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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5400 University Avenue, West Des Moines, Iowa | 50266-5997 |
(Address of principal executive offices) | | (Zip Code) |
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(515) 225-5400 |
(Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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))
Item 5.07. Submission of Matters to a Vote of Security Holders
FBL Financial Group, Inc. (the "Company") held its 2016 Annual Meeting of Shareholders on May 18, 2016. The matters that were voted upon and the final voting results are set forth below.
Proposal 1: Election of Directors
The Company’s Class A common shareholders and Series B preferred shareholders, voting together as a single class, elected each of the four Class A director nominees to serve one-year terms expiring at the 2017 Annual Meeting of Shareholders and until their successors are elected.
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Director Name | For | Withheld | |
James P. Brannen | | 29,116,135 | 3,525,109 | |
Roger K. Brooks | 32,321,322 | 319,922 |
Jerry L. Chicoine | 32,184,343 | 456,901 |
Paul E. Larson | 32,318,778 | 322,466 |
Broker non-votes totaled 1,085,387.
The Company’s Class B common shareholders elected each of the six Class B director nominees to serve one-year terms expiring at the 2017 Annual Meeting of Shareholders and until their successors are elected.
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Director Name | | For | Withheld | |
Richard W. Felts | | 11,413 | — | |
Joe D. Heinrich | | 11,413 | — | |
Craig D. Hill | | 11,413 | — | |
James A. Holte | | 11,413 | — | |
Kevin G. Rogers | | 11,413 | — | |
Scott E. VanderWal | | 11,413 | — | |
Proposal 2: Approve the material terms of performance goals under the Management Performance Plan
The Company’s shareholders approved the material terms of the performance goals under the Company's Management Performance Plan. The approval of the proposal required the affirmative vote of a majority of the outstanding shares of each voting group represented at the meeting and entitled to vote. The voting results with respect to the Class A common shares and Series B preferred shares, voting as a single class, were as follows:
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For | Against | Abstain | |
28,910,915 | 3,641,013 | 89,316 |
Broker non-votes totaled 1,085,387.
The voting results with respect to the Class B common shares were as follows:
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For | Against | Abstain |
11,413 | — | — |
Proposal 3: Approve the material terms of performance goals under the Cash-Based Restricted Stock Unit Plan
The Company’s shareholders approved the material terms of the performance goals under the Company's Cash-Based Restricted Stock Unit Plan. The approval of the proposal required the affirmative vote of a majority of the outstanding shares of each voting group represented at the meeting and entitled to vote. The voting results with respect to the Class A common shares and Series B preferred shares, voting as a single class, were as follows:
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For | Against | Abstain | |
32,448,116 | 103,788 | 89,340 |
Broker non-votes totaled 1,085,387.
The voting results with respect to the Class B common shares were as follows:
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For | Against | Abstain |
11,413 | — | — |
Proposal 4: Approve the material terms of performance goals under the Cash-Based Restricted Surplus Unit Plan
The Company’s shareholders approved the material terms of the performance goals under the Company's Cash-Based Restricted Surplus Unit Plan. The approval of the proposal required the affirmative vote of a majority of the outstanding shares of each voting group represented at the meeting and entitled to vote. The voting results with respect to the Class A common shares and Series B preferred shares, voting as a single class, were as follows:
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For | Against | Abstain | |
32,440,617 | 110,936 | 89,691 |
Broker non-votes totaled 1,085,387.
The voting results with respect to the Class B common shares were as follows:
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For | Against | Abstain |
11,413 | — | — |
Proposal 5: Advisory vote to approve named executive officer compensation
The Company’s shareholders approved the compensation of the named executive officers by non-binding advisory vote. The approval of the proposal required the affirmative vote of a majority of the shares of each voting group represented at the meeting and entitled to vote. The voting results with respect to the Class A common shares and Series B preferred shares, voting as a single class, were as follows:
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For | Against | Abstain | |
32,334,707 | 223,013 | 83,524 |
Broker non-votes totaled 1,085,387.
The voting results with respect to the Class B common shares were as follows:
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For | Against | Abstain |
11,413 | — | — |
Proposal 6: Ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for 2016
The Company’s shareholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for 2016. The approval of the proposal required the affirmative vote of a majority of the shares of each voting group represented at the meeting and entitled to vote. The voting results with respect to the Class A common shares and Series B preferred shares, voting as a single class, were as follows:
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For | Against | Abstain | |
33,613,986 | 103,809 | 8,836 |
The voting results with respect to the Class B common shares were as follows:
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For | Against | Abstain |
11,413 | — | — |
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.
FBL FINANCIAL GROUP, INC.
(Registrant)
Date: May 18, 2016
/s/ Donald J. Seibel
Donald J. Seibel
Chief Financial Officer