Unum Group
For the period ended May 21, 2026. Filed Apr 9, 2026.
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May 21, 2026 · Filed Apr 9, 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)) | |
| X | Definitive 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):
| X | No fee required |
|---|---|
| Fee paid previously with preliminary materials |
Table of Contents
| NOTICE OF 2026 ANNUAL MEETING | REPORT OF THE AUDIT COMMITTEE | 56 | |
|---|---|---|---|
| OF SHAREHOLDERS | 1 | COMPENSATION DISCUSSION AND ANALYSIS | 59 |
| A NOTE ABOUT NON-GAAP FINANCIAL MEASURES | 2 | Business and Performance Review | 60 |
| FORWARD-LOOKING STATEMENTS | 2025 Say-on-Pay Vote and Shareholder Outreach | 64 | |
| AND WEBSITE REFERENCES | 4 | Compensation Program Structure | 64 |
| PROXY SUMMARY | 5 | Components of Executive Compensation | 66 |
| Voting Matters | 5 | Key Compensation Decisions | 67 |
| Key Corporate Governance and Executive | Annual and Long-Term Incentive Programs | 68 | |
| Compensation Items | 7 | Performance Assessment and Highlights | 75 |
| Performance Highlights | 9 | Roles of the Committee, Chief Executive Officer | |
| Capital Generation for Shareholders | 11 | and Consultant | 81 |
| Total Shareholder Return | 12 | Compensation Policies and Practices | 84 |
| 2025 CEO Compensation Summary | 13 | Retirement and Workplace Benefits | 88 |
| CORPORATE GOVERNANCE | 16 | COMPENSATION COMMITTEE REPORT | 91 |
| Board Overview | 16 | COMPENSATION TABLES | 92 |
| Board Evaluation Process | 19 | 2025 Summary Compensation Table | 92 |
| Director Independence | 20 | 2025 Grants of Plan-Based Awards | 95 |
| Process for Selecting and Nominating Directors | 20 | 2025 Outstanding Equity Awards at Fiscal Year-End | 96 |
| Limits on Board and Audit Committee Service | 22 | Vesting Schedule for Unvested Restricted Stock Units | 96 |
| INFORMATION ABOUT THE BOARD OF DIRECTORS | 23 | 2025 Stock Vested | 97 |
| Director Nominees | 23 | Current Value of Pension Benefits | 98 |
| Additional Current Director | 34 | Non-Qualified Deferred Compensation | 99 |
| Summary of Director Nominee Qualifications and Experience | 35 | Post-Employment Compensation | 100 |
| DIRECTOR COMPENSATION | 36 | CEO PAY RATIO | 106 |
| BOARD AND COMMITTEE GOVERNANCE | 39 | PAY VERSUS PERFORMANCE | 107 |
| Corporate Governance Guidelines | 39 | OWNERSHIP OF COMPANY SECURITIES | 111 |
| Board Leadership Structure | 39 | Security Ownership of Certain Shareholders | 113 |
| Board Meetings and Attendance | 40 | Delinquent Section 16(a) Reports | 113 |
| Committees of the Board | 40 | ITEMS TO BE VOTED ON | 114 |
| The Board's Role in Risk Oversight | 43 | Election of Directors | 114 |
| Director Retirement Policy | 46 | Advisory Vote to Approve Executive Compensation | 114 |
| Compensation Committee Interlocks | Ratification of Appointment of Independent | ||
| and Insider Participation | 46 | Registered Public Accounting Firm | 115 |
| Related Party Transactions and Policy | 46 | ABOUT THE 2026 ANNUAL MEETING | 117 |
| Codes of Conduct and Ethics | 47 | ADDITIONAL INFORMATION | 122 |
| OTHER GOVERNANCE MATTERS | 48 | APPENDIX A | 125 |
| Shareholder Engagement | 48 | Reconciliation of Non-GAAP Financial Measures | 125 |
| Impact and Sustainability | 50 | ||
| Risk Management | 55 | ||
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 2026 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 9, 2026.
2026 UNUM GROUP PROXY STATEMENT
ABOUT UNUM
Our Purpose
Helping the working world thrive throughout life’s moments.®
A Business for Good
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 and our investment strategy, we expect to deliver leading shareholder returns 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 product portfolio.
Success will also require us to show stable and predictable results in our 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 9, 2026
Dear Fellow Shareholder:
At Unum Group, we are guided by a clear purpose of helping the working world thrive throughout life's moments. This north star represents our commitment to the millions of people that rely on our products and services when it matters most. By partnering with 178,000 employers across the United States, United Kingdom and Poland, we enhance the financial, physical and mental wellbeing of those we serve. We are proud of the role we play in helping others navigate complexity with confidence.
In 2025, we remained focused on executing our strategy in a dynamic environment. Our after-tax adjusted operating income(1) was $1.4 billion from revenue of $13.1 billion. While the fundamentals of our core operations were strong, we did not meet our financial expectations for the year, primarily due to benefits experience across multiple product lines. At the same time, we saw improving top-line momentum as the year progressed. Favorable interest rates and employment levels continued to support our business, and together with our steady execution, have allowed us to generate significant cash flows across our operations. Through an intentional capital management strategy, we remain well-positioned to fund critical growth initiatives and deliver ongoing value to our shareholders.
We take a long view of our business, and that is reflected in total shareholder return (TSR). While TSR for 2025 trailed our peers, our proven track record of financial performance and capital execution has delivered industry-leading returns over the long term. We believe Unum Group remains an excellent investment supported by a diversified and resilient business model, and a history of disciplined capital management. As your representatives, we will continue to focus on decisions that support value creation for shareholders.
With a business spanning more than 175 years, we know the value of keeping our eyes on the horizon. We are fortunate to have a strong executive leadership team that shares this important perspective and continues to take actions that position us for the future. In 2025, we took significant steps to reduce risk in our Closed Block operations that we continue to service and support but no longer actively market. This included completing a reinsurance transaction affecting approximately 20% of our long-term care exposure. These and other actions not only provide for the long-term predictability of this part of our business, but sharpen our focus as a company on meeting the employee benefit needs of the working world—where we see the greatest opportunity to create value for customers, partners and shareholders.
With that in mind, we are advancing digital-first capabilities such as Unum Total Leave™ and the Unum Care Hub, which address complex and evolving workplace challenges including leave management and employee wellbeing. Platforms like Unum HR Connect® deepen integration with our customers, while digital experiences such as MyUnum and Gathr® make enrolling in and managing benefits more intuitive. Together, these capabilities enhance satisfaction, strengthen relationships and extend our reach to protect more workers.
Our people are central to our ability to deliver on our purpose. As a Board, we prioritize talent development, cultivating our already deep leadership bench strength and a workplace culture that promotes engagement, resilience and belonging. Continued investment in the employee experience helps ensure Unum remains a compelling place to build a career and reflects the values of the customers and communities we serve.
Strong corporate governance underpins our long-term success. On your behalf, we provide active oversight of business strategy, performance, financial matters, risk management, regulatory compliance and compensation. We engage regularly with shareholders to understand their perspectives and monitor the health of the organization through employee feedback, ethics reporting and other channels. These insights, and the Board’s deep and varied experience, give us access to the range of viewpoints needed to inform our decisions and reinforce accountability.
A LETTER FROM OUR BOARD OF DIRECTORS
Delivering on our commitments to others requires a principled and durable business. As a Board, we are proud to have been recognized for the sixth 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 core values and our Code of Conduct. These principles guide our every action to serve our customers, promote overall wellbeing and advocate for access to essential financial protection benefits for all workers in the markets where we operate. They reflect our commitment to supporting our local communities and represent a pledge to operate with integrity and compassion.
At the 2026 Annual Meeting, we anticipate some changes to the Board. As a result of our ongoing refreshment process led by the Governance Committee, the Board has nominated Kristi A. Matus to stand for election as a new director. We will also say goodbye to Theo Bunting, our longstanding colleague on the Board. Mr. Bunting is not standing for re-election as a director after many years of service and we have appreciated his expertise, insight and leadership.
On behalf of our nearly 11,000 employees, thank you for your continued support of Unum. We all share a commitment to delivering the benefits and services people and companies count on every day, and we are well positioned for sustained success.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.