Unum Group

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

About this filing

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

See the whole filing, with its images and exhibits

Contents

Voting Matters

Board's Recommendation · Page Reference
Item 1: Election of the 12 Directors Named in this Proxy Statement	FOR each nominee	110
Twelve director nominees are standing for election this year, each for a one-year term expiring at the 2025 Annual Meeting. Each director will hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal from office. The Board and the Governance Committee believe each director nominee possesses the necessary skills and qualifications and has demonstrated that they have committed and will continue to commit the appropriate time to provide effective oversight of the business. The director nominees are:
Director Nominee	Director Since	Independent	Committee Assignments
Theodore H. Bunting, Jr.	2013	ü	Audit	Regulatory Compliance (Chair)
Susan L. Cross	2019	ü	Audit	Risk and Finance
Susan D. DeVore	2018	ü	Governance	Human Capital
Joseph J. Echevarria	2016	ü	Governance	Risk and Finance (Chair)
Cynthia L. Egan	2014	ü	Human Capital (Chair)	Regulatory Compliance
Kevin T. Kabat, Board Chairman	2008	ü	—
Timothy F. Keaney	2012	ü	Audit (Chair)	Risk and Finance
Gale V. King	2022	ü	Audit	Human Capital
Gloria C. Larson	2004	ü	Governance (Chair)	Regulatory Compliance
Mojgan M. Lefebvre	2023	ü	Regulatory Compliance	Risk and Finance
Richard P. McKenney, President and CEO	2015	—	—
Ronald P. O'Hanley	2015	ü	Governance	Human Capital

2024 UNUM GROUP PROXY STATEMENT	5

	Board's Recommendation	Page Reference
Item 2: Advisory Vote to Approve Executive Compensation	FOR	110
We are seeking a non-binding advisory vote to approve the compensation of our named executive officers. We describe our compensation programs in the Compensation Discussion and Analysis section of this proxy statement. The Human Capital Committee believes these programs reward performance and align the long-term interests of management and shareholders. Although non-binding, the Human Capital Committee will take into account the outcome of the advisory vote and shareholder feedback when making future compensation decisions.
Item 3: Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	111
The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for 2024, and shareholders are being asked to ratify the appointment.
Item 4: Approval of Amendment to Amended and Restated Certificate of Incorporation to Reflect Recent Amendments to Delaware Law Regarding Officer Exculpation	FOR	112
We are asking shareholders to approve an amendment to our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to reflect recent amendments to Delaware law regarding officer exculpation (the “Proposed Amendment”). The Proposed Amendment provides for the elimination of monetary liability of certain officers of the company in certain limited circumstances. The Proposed Amendment also simplifies the existing exculpation provision related to directors of the company set forth in Article EIGHTH of the Certificate of Incorporation by referring to the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (the “DGCL”) instead of specifying each instance where exculpation for directors is currently not available under the DGCL.

6	2024 UNUM GROUP PROXY STATEMENT

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.