Kemper Corporation (KMPR) Earnings Call Transcript & Summary

[Audio Gap] And [ Sarah Pinto ], Managing Director with Deloitte & Touche LLP the company's independent registered public accountant Mr. Wangard and [ Mr. Pinto ] will be available for questions during today's meeting. Company's Secretary and General Counsel, Tom Evans, is also participating in the meeting today and will serve as secretary of this meeting. Broadridge Financial Services, Inc. has been appointed the inspector of elections and tabulator of shareholder votes for today's meeting. However, as no representative of Broadridge is participating in today's meeting. In that role, Mr. Evans is appointed to serve as inspector of election at the meeting today. He has previously taken his oath as inspector of election. We will also present an opportunity for questions and answers in accordance with the rules of conduct before the polls open for voting during the meeting. Only shareholders of record as of March 12, 2020, who entered a valid control number on this meeting can submit questions. And only questions related to the items on the meeting agenda will be addressed. Any shareholder who would like to ask a question may go ahead and submit the question now to the web portal. Out of consideration for others, please limit yourself to 2 questions. As of the record date, holders of 66,828,871 shares of common stock of the company are entitled to vote at the meeting. Under the company's bylaws to constitute a quorum, the holders of the majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting of the shareholders must be present or by proxy at the meeting. I'm informed by the secretary that about 56,658,364 million shares representing approximately 84.8% of the company's outstanding common stock are represented by proxies at this meeting. Accordingly, a quorum is present, and this meeting is duly constituted to transact business. Written notices of this meeting describing the matters to be voted on at the meeting were mailed on or about March 25, 2020, and proxy soliciting materials, including a proxy statement and a proxy card, were made available to all shareholders of record as of March 12, 2020. The polls for voting have been open since the mailing of the proxy materials. Notice of the change in date, time and format for this meeting was included in our press release and SEC filing on April 7, 2020, in accordance with the SEC, March 13, 2020 guidance, on this issue related to COVID-19 pandemic. Our agenda today consists of voting on the 4 proposals set forth in the 2020 proxy statement. As described in the proxy statement, our Board of Directors recommended Kemper shareholders for vote for each of the proposals. If any shareholder would like to make a comment or ask a question regarding any of these proposals, please submit your comment through the web portal now. Only shareholders of record as of March 12, 2020, who entered a valid code number on this meeting can submit questions and only questions related to the items on the meeting agenda will be addressed. The first proposal is the election of 10 director nominees to serve until the next annual meeting of shareholders or until their successors are duly elected or as otherwise provided under the company's bylaws. The nominees are listed in the proxy statement, along with their individual professional backgrounds and qualifications. The second proposal is to ratify a nonbinding advisory basis, the selection of Deloitte & Touche LLP as the company's independent registered public accounting for 2020. The third proposal is to approve on a nonbinding advisory basis, the compensation of the company's named executive officers as disclosed in the proxy statement. The fourth proposal is to approve the company's 2020 Omnibus equity plan. The proposed plan and related information is described in detail in the proxy statement. No other matters for consideration at this meeting were brought to the company's attention by our shareholders in accordance with the requirements set forth in our bylaws. We will now proceed to the shareholders' question-and-answer session. As noted, only shareholders of record as of March 12, 2020, who have entered a valid control number on this meeting -- on this meeting may submit questions and only questions related to the items of the meeting agenda will be addressed. Are there relevant questions? There are no questions. The polls for voting are now open. Any shareholder who has not yet voted or who wishes to change his or her vote may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies are voted via telephone or internet and do not want to change their vote, do not need to take any further action. [Voting]

Now that everyone has had an opportunity to vote. I declare the polls for voting closed at this time. I would like to announce the preliminary results of the vote that I have received from the secretary. The final vote tabulations for all votes properly submitted prior to the voting deadlines set forth in the proxy statement, will be certified by the inspector of elections and filed with the minutes of this meeting. The preliminary results for proposal one indicate that each nominee for Director has received at least 47,437,053 shares, representing approximately 99.3% of the shares present and voting on this matter. Therefore, each of the nominees for Director have been elected to serve until the next annual meeting of shareholders or until our successors are duly elected or otherwise provided under the company's bylaws. With respect to proposal 2, about 55,953,438 shares, representing approximately 98.9% of the shares present and voting on this matter have been -- have voted in favor of this proposal. Therefore, the company's shareholders have voted to ratify the selection of Deloitte & Touche LLP as the company's independent registered public accountant for 2020. With respect to proposal 3, about 46,173,569 shares, representing approximately 97% of the shares present and voting on this matter have been voted in favor of this proposal. Therefore, a majority of the company shareholders who voted on this matter have voted in support of the compensation of the company's named executive officers as disclosed in the proxy statement. With respect to proposal 4, about 45,651,727 million shares, representing approximately 95.9% of the shares present and voting on this matter have been voted in favor of this proposal. Therefore, a majority of the shareholders who voted on this matter have voted to approve the company's 2020 Omnibus equity plan. These results are preliminary and the final tally of these votes cast on each matter will be reported on Form 8-K to be filed with the SEC within 4 business days of this meeting. This completes Kemper's 2020 Annual Meeting of the shareholders. The meeting is now adjourned. Thank you.

Thank you, ladies and gentlemen. This does conclude today's shareholder meeting. Thank you for your participation, and have a wonderful day.