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Unum Group

For the period ended Apr 11, 2024. Filed Apr 11, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 11, 2024 · Filed Apr 11, 2024

UNM$76.75+3.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant X

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))
XDefinitive Proxy Statement
Definitive Additional Materials

UNUM GROUP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

XNo fee required
Fee paid previously with preliminary materials

Table of Contents

NOTICE OF 2024 ANNUAL MEETINGREPORT OF THE AUDIT COMMITTEE56
OF SHAREHOLDERS1COMPENSATION DISCUSSION AND ANALYSIS59
A NOTE ABOUT NON-GAAP FINANCIAL MEASURES2Business and Performance Review60
FORWARD-LOOKING STATEMENTS2023 Say-on-Pay Vote and Shareholder Outreach63
AND WEBSITE REFERENCES4Compensation Program Structure63
PROXY SUMMARY5Components of Executive Compensation65
Voting Matters5Annual and Long-Term Incentive Programs66
Key Corporate Governance and ExecutivePerformance Assessment and Highlights74
Compensation Items7Roles of the Committee, Chief Executive Officer
Performance Highlights9and Consultant79
Capital Generation for Shareholders11Compensation Policies and Practices82
Total Shareholder Return12Retirement and Workplace Benefits85
2023 CEO Compensation Summary13COMPENSATION COMMITTEE REPORT88
CORPORATE GOVERNANCE16COMPENSATION TABLES89
Board Overview162023 Summary Compensation Table89
Board Evaluation Process192023 Grants of Plan-Based Awards92
Director Independence202023 Outstanding Equity Awards at Fiscal Year-End93
Process for Selecting and Nominating Directors20Vesting Schedule for Unvested Restricted Stock Units93
Limits on Board and Audit Committee Service222023 Stock Vested94
INFORMATION ABOUT THE BOARD OF DIRECTORS23Current Value of Pension Benefits95
Director Nominees23Non-Qualified Deferred Compensation96
Summary of Director Nominee Qualifications and Experience35Post-Employment Compensation97
DIRECTOR COMPENSATION36CEO PAY RATIO102
BOARD AND COMMITTEE GOVERNANCE39PAY VERSUS PERFORMANCE103
Corporate Governance Guidelines39OWNERSHIP OF COMPANY SECURITIES107
Board Leadership Structure39Security Ownership of Certain Shareholders109
Board Meetings and Attendance40ITEMS TO BE VOTED ON110
Committees of the Board40Election of Directors110
The Board's Role in Risk Oversight42Advisory Vote to Approve Executive Compensation110
Director Retirement Policy44Ratification of Appointment of Independent
Compensation Committee InterlocksRegistered Public Accounting Firm111
and Insider Participation44Approval of Amendment to Amended and Restated
Related Party Transactions and Policy44Certificate of Incorporation112
Codes of Conduct and Ethics45ABOUT THE 2024 ANNUAL MEETING115
OTHER GOVERNANCE MATTERS46ADDITIONAL INFORMATION120
Shareholder Engagement46APPENDIX A123
Impact and Sustainability48Reconciliation of Non-GAAP Financial Measures123
Risk Management55

We are furnishing proxy materials, including this proxy statement, in connection with the solicitation of proxies on behalf of the Board of Directors, to be voted at the 2024 Annual Meeting of Shareholders of Unum Group and at any adjournment or postponement thereof. Our proxy materials are first being mailed and made available electronically to shareholders on April 11, 2024.

2024 UNUM GROUP PROXY STATEMENT

ABOUT UNUM

Our Purpose

Helping the working world thrive throughout life’s moments.®

A Business for Good

In today’s unpredictable environment, financial protection benefits are more important than ever. As a Fortune 500 company and leading provider of employee benefits, Unum helps millions of people gain access to essential disability, life, accident, critical illness, dental and vision benefits, and leave services, through the workplace. Employers of all sizes depend on us for the comprehensive benefits solutions they need to attract and retain the talent that keeps their businesses growing. And their employees know they can count on us to be there during some of life’s most challenging times.

OUR BRANDS
A market leader in group and individual disability benefits, and one of the largest providers of group life and voluntary workplace benefits in the U.S.A leading provider of voluntary worksite benefits, including disability, life, accident, critical illness, cancer, hospitalization, dental and vision coverage in the U.S.
A leading provider of group income protection critical illness, life and dental coverages in the U.K.
A leading provider of group and individual life insurance in Poland.

Our Strategy

We appreciate that the market dynamics of workplace benefits are continuously evolving, and we remain diligent in engaging with our constituent groups to understand both current and future needs. Our strategy is to:

Remain a market leader in employee benefits and workplace solutions for our customers.

Be a destination for highly engaged employees.

Make a positive impact in the communities where we live and work.

Through strong execution of these priorities, while managing both risk and operating expenses, we expect to deliver leading shareholder return and win in the market.

We believe our disciplined approach to providing financial protection products at the workplace is the best way to reach workers in the U.S. and international markets we serve, and puts us in a position of strength. The products and services we provide have never been more important to employers, employees, and their families. Our strategy remains centered on growing our core businesses through investing and transforming our operations and technology to anticipate and respond to the changing needs of the marketplace, driving enhanced customer experiences and expanding into new adjacent markets through meaningful partnerships and effective deployment of our capital across our portfolio.

Success will also require us to show stable and predictable results in our Closed Block, particularly the long-term care business. We expect to achieve this through active and careful management with a sustained focus on creating value and increasing the predictability of outcomes. In turn, we can reduce overall risk and capital demands while serving the varied needs of our customers with care and compassion.

A LETTER FROM OUR BOARD OF DIRECTORS

April 11, 2024

Dear Fellow Shareholder:

At Unum Group, we’re grounded in our purpose of helping the working world thrive throughout life’s moments. It guides the efforts of our employees, leaders, and the Board, and it’s a call to action that resonates now more than ever. Nearly 45 million people count on us to be there in times of need, and 174,000 employers choose us as a partner to support the wellbeing of their workers. We are proud to stand with them through the challenging moments of life and business.

In 2023, we made significant progress to accelerate our growth and deliver value for all our stakeholders. After-tax adjusted operating income(1) exceeded $1.5 billion from revenues of $12.4 billion. This performance was driven by a double-digit increase in sales and strong growth in premium income in our core operations. Through ongoing investments in our capabilities and the strength of our workforce, we delivered increasingly high levels of service as customers embraced new digital tools and tapped into our expertise. Higher interest rates and strong employment levels added further fuel to our growth trajectory. Our experience over the last few years highlights the need for what we do, and our results and the favorable environment demonstrate the robust and growing demand for our products and services.

Through strong and consistent execution, we delivered meaningful value to our investors. Total shareholder return (TSR) for the year was nearly 14%, ahead of our industry benchmark and peer group. Over the last three years, our TSR has outperformed every peer company and relevant benchmark indices, and we remain an attractive long-term investment built on a strong franchise.

Our consistent performance has its roots in actions we took years ago. Beginning in 2019, we accelerated investments in new capabilities and our people, and remained steadfast in our approach throughout the economic uncertainty of the pandemic. This has clearly paid off as we now set the standard for excellence and innovation in the marketplace. Recent actions we've taken in our Closed Block of legacy policies we service and support, but no longer actively market, provide greater predictability and enhanced performance of our long-term care business. This includes having fully recognized the long-term care statutory reserves required by the Maine Bureau of Insurance ahead of schedule. Those actions have provided a strong capital position behind the business, which has mitigated the need for future contributions under current assumptions.

As we look to the future, we will remain disciplined stewards of Unum’s capital and franchise value as we focus on enhancing our operations and continuing to innovate in ways that resonate with our customers and the market. Services like Unum Total Leave™ and the recently launched Unum Care Hub are digital-first services that address some of today’s most challenging workplace issues – employee leave management and wellbeing. Platforms like Unum HR Connect® provide unique back-office capabilities that better integrate our offerings with our customers. Digital portals such as Colonial Life's Gathr™ make enrolling and managing benefits modern and intuitive. These and other solutions are being well received in the market and play an important role in driving greater efficiency and financial flexibility that further position us on a sustainable growth path.

Strong leadership and engaged employees are critical to durable success, and we as a Board have long prioritized making investments in our talent. That remained a focus in 2023 as we nurtured our already-deep leadership bench strength, invested to keep Unum competitive in the talent marketplace and supported actions that enabled our people to realize their full potential. Thanks to ongoing efforts to embed inclusion and diversity of thought into our operations, our strong work culture is becoming even more resilient and effective. Through these and other steps, we ensure Unum remains a dynamic and compelling place to work and grow a career.

A LETTER FROM OUR BOARD OF DIRECTORS

As Board members, these principles are just as relevant to us. We welcomed Mojgan Lefebvre to our Board last year, an addition that brings valuable insight into issues surrounding digital capabilities, cybersecurity and a variety of operations functions thanks to her experience as a technology and operations executive. With her onboarding, we are pleased to have achieved gender parity on our Board, an effort that reflects our deep commitment to bringing diverse voices to our discussions and decisions. We also regularly engage in opportunities to remain fluent with key issues that may impact our business and industry.

Together, all of us at Unum recognize the obligations we have to all stakeholders to deliver on our commitments. We’re proud to have been recognized for the fourth year in a row as one of the World’s Most Ethical Companies by Ethisphere®, a global leader in defining and advancing corporate ethical standards. This and other third-party recognitions speak to our focus on doing the right thing and living up to our We Are Unum set of core values and our Code of Conduct. These principles guide our every action to not only serve our customers well but also advocate for access to essential financial protection benefits for all workers in the markets where we operate. They speak to the commitment we have to support our local communities and reduce the impact we have on the environment. Our values instill an unwavering customer focus and the importance of personal responsibility. Collectively, they represent a pledge to operate with integrity and compassion.

The Board is committed to representing the interests of shareholders and driving Unum’s long-term success through good corporate governance. We take a thorough approach to governance that assesses performance and risk, demands regulatory compliance, offers insight on corporate strategy, and provides oversight of compensation, investment activity and other financial matters. We conduct a regular outreach and engagement program that enables us to receive valuable feedback from shareholders on a wide variety of topics. We also monitor Unum’s culture through feedback from employee engagement surveys, an ethics hotline and other processes so that the company remains true to its values.

On behalf of our nearly 11,000 employees, thank you for your continued support of Unum. We all share a commitment to deliver the benefits and services people and companies count on every day, and we’re well-positioned for sustained success.

ContentsView on SEC.gov

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