UNITED FIRE GROUP INC
For the period ended May 21, 2025. Filed Apr 8, 2025.
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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.
May 21, 2025 · Filed Apr 8, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
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))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under § 240.14a-12
(Name of registrant as specified in its charter)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
April 8, 2025
Dear Fellow Shareholder:
I am pleased to invite you to join us at United Fire Group, Inc.’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”). This year’s meeting will be held in virtual meeting format only via live audio webcast. You will be able to attend the Annual Meeting, submit questions and vote online during the Annual Meeting by logging on to www.meetnow.global/MA5DAKF using your 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on your Proxy Card.
The meeting will take place on Wednesday, May 21, 2025, at 10:00 a.m. Central Time. At this year’s meeting, you will be asked to vote on the following proposals:
| Proposals | Recommended Vote | |
| 1 | Election of three Class B Directors identified in the proxy statement. | FOR |
| 2 | Ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025. | FOR |
| 3 | Approval, on an advisory basis, of the compensation of the Company’s named executive officers. | FOR |
Management will also report on United Fire Group, Inc.’s business and shareholders will have an opportunity to ask questions of management and Ernst & Young LLP.
Attached you will find a notice of the Annual Meeting and a Proxy Statement that contains additional information about the meeting and explains the methods you can use to vote your proxy, including by telephone and over the Internet.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to sign your proxy card and return it in the enclosed postage-paid envelope or vote by telephone or Internet prior to the meeting. This ensures that your shares of United Fire Group, Inc.’s Common Stock will be represented and voted at the meeting, even if you cannot attend.
Chairperson of the Board of Directors
Notice of 2025 Annual Meeting of Shareholders of United Fire Group, Inc.
Date and time: Wednesday, May 21, 2025, at 10:00 a.m. Central Time.
Place: Virtually via live audio webcast. Shareholders will be able to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”), submit questions and vote online by logging on to www.meetnow.global/MA5DAKF at the Annual Meeting date and time using their 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on the proxy card.
Items of business: At the Annual Meeting, we will ask shareholders to:
Elect three Class B Directors identified in the attached proxy statement for three-year terms expiring in 2028.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025.
Approve, on an advisory basis, the compensation of our named executive officers.
Vote upon such other matters as may properly come before the meeting or at any adjournment or postponement thereof.
Who can vote: You can vote if you were a shareholder of record on March 24, 2025.
On or about April 8, 2025, we will begin mailing to our shareholders a Notice Regarding the Availability of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing the Notice Regarding the Availability of Proxy Materials, we are lowering the costs and reducing the environmental impact of our Annual Meeting.
The Board of Directors recommends that shareholders vote FOR the election of each director nominee named in Proposal 1 of the Proxy Statement and FOR Proposals 2 and 3.
By Order of the Board of Directors,
Sarah E. Madsen, Senior Vice President, Chief Legal Officer & Corporate Secretary
Dated April 8, 2025, at Cedar Rapids, Iowa
Your vote is important. Instructions on how to vote are contained in this Proxy Statement and in the Notice Regarding the Availability of Proxy Materials. Please cast your vote by telephone or over the Internet as described in those materials. Alternatively, if you requested a copy of the proxy/voting instruction card by mail, you may mark, sign, date and return the proxy/voting instruction card in the envelope provided.
Table of Contents
| ANNUAL MEETING OF SHAREHOLDERS | 2 |
|---|---|
| Questions and Answers About the Annual Meeting | 2 |
| Shareholders of Record | 3 |
| Brokerage and Other Account Holders | 3 |
| 401(k) Plan Participants | 3 |
| Delivery of One Set of Annual Meeting Materials to Shareholders in a Single Residence | 5 |
| Electronic Availability of Proxy Materials | 6 |
| BOARD OF DIRECTORS | 7 |
| Corporate Governance | 7 |
| Board Size, Composition and Independence Determination | 7 |
| Qualifications, Skills and Diversity of Directors and Director Nominees | 7 |
| Board Diversity Matrix | 8 |
| Attendance at Director and Shareholder Meetings | 8 |
| Director Retirement | 8 |
| Director Stock Ownership | 9 |
| Board Leadership Structure | 9 |
| Risk Oversight by the Board of Directors | 9 |
| Recovery of Erroneously Awarded Compensation Policy | 10 |
| Anti-Hedging and Anti-Pledging Policy | 10 |
| Code of Ethics | 11 |
| Board Effectiveness Assessment and Evaluation Process | 11 |
| Director Compensation | 11 |
| Executive Sessions of Independent Directors | 11 |
| Access to Management and Independent Advisers | 11 |
| ESG Initiatives and Oversight | 11 |
| Committees of the Board | 13 |
| Audit Committee | 13 |
| Compensation Committee | 13 |
| Executive Committee | 14 |
| Investment Committee | 14 |
| Risk Management Committee | 14 |
| Nominating and Governance Committee | 14 |
| Director Nomination Process | 15 |
| Transactions with Related Persons | 15 |
| Communicating with the Board of Directors | 16 |
| Shareholder Proposals and Director Nominations for the 2026 Annual Meeting | 16 |
| Other Matters | 16 |
| PROPOSAL ONE — ELECTION OF DIRECTORS | 17 |
| Director Nominees | 17 |
| Vote Required and Board Recommendation | 18 |
| Continuing Directors | 19 |
| PROPOSAL TWO — RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| Information About Our Independent Registered Public Accounting Firm | 22 |
| Fees Billed to United Fire Group, Inc. During 2024 and 2023 | 22 |
| Audit Committee Pre-Approval | 22 |
| Vote Required and Board Recommendation | 22 |
| Report of the Audit Committee | 22 |
| PROPOSAL THREE — SHAREHOLDER ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 24 |
i
| Say-On-Pay Advisory Vote | 24 |
|---|---|
| Vote Required and Board Recommendation | 24 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 25 |
| Security Ownership of Management | 26 |
| EQUITY COMPENSATION PLAN INFORMATION | 27 |
| DELINQUENT SECTION 16(A) REPORTS | 28 |
| EXECUTIVE COMPENSATION | 29 |
| Compensation Discussion and Analysis | 29 |
| Consideration of Say-on-Pay Results | 29 |
| Compensation and Benefits Philosophy | 29 |
| Risk Considerations | 30 |
| Annual Compensation Process | 30 |
| Role of Management | 30 |
| Role of the Compensation Committee and Board of Directors | 31 |
| Role of Independent Consultant | 31 |
| Compensation Consultant Independence | 31 |
| Elements of Compensation | 31 |
| Total Direct Compensation | 31 |
| Annual Base Salary | 32 |
| Annual Incentive Plan | 33 |
| Long-Term Incentive Plan | 36 |
| Additional Compensation | 37 |
| Named Executive Officers as Shareholders | 38 |
| Report of the Compensation Committee | 39 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 43 |
| 2024 Option Exercises and Stock Award Vesting | 44 |
| Pension Benefits | 44 |
| Nonqualified Deferred Compensation | 45 |
| Potential Payments Upon Termination or Change in Control | 46 |
| Change in Control Severance Agreements | 46 |
| Pay Ratio Disclosure | 48 |
| PAY VERSUS PERFORMANCE | 49 |
| DIRECTOR COMPENSATION | 55 |
| Annual Retainer, Committee Meetings and Expenses | 55 |
| Deferred Compensation | 56 |
ii
PROXY STATEMENT FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON MAY 21, 2025
This solicitation of proxies is made by the Board of Directors of United Fire Group, Inc. (the “Company,” “we,” “us,” or “our,” as the context requires). Proxies will be used at the 2025 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on Wednesday, May 21, 2025, at 10:00 a.m. Central Time, and at any adjournment or postponement thereof. This year’s Annual Meeting will be held in virtual meeting format only via live audio webcast. Shareholders will be able to attend the Annual Meeting, submit questions and vote online by logging on to www.meetnow.global/MA5DAKF using their 15-digit control number provided with the Notice Regarding the Availability of Proxy Materials or on the proxy card.
With respect to shares of our $0.001 par value common stock (“Company Common Stock”) held in the United Fire Group, Inc. 401(k) Plan (the “401(k) Plan”), the Board of Directors is soliciting participants on behalf of the Trustee of the 401(k) Plan to direct the Trustee as to how to vote the shares held in the plan.
Under rules adopted by the Securities and Exchange Commission (“SEC”), the Company has chosen to provide its shareholders with the choice of accessing the Annual Meeting proxy materials on the Internet, rather than receiving printed copies of those materials through the mail. In connection with this process, a Notice Regarding the Availability of Proxy Materials (the “Notice”) is being mailed to the Company’s shareholders who have not previously requested electronic access to its proxy materials or printed proxy materials. The Notice contains instructions on how you may access and review the Company’s proxy materials on the Internet and how you may vote your shares over the Internet. The Notice will also tell you how to request the Company’s proxy materials, in either printed form or by email, at no charge. The Notice contains a control number that you will need to vote your shares. We suggest you keep the Notice for your reference through the date of the Annual Meeting.
The Company anticipates that the Notice will be mailed to shareholders and participants in the 401(k) Plan beginning on or about April 8, 2025.
We will solicit proxies principally by mail, but our directors and employees may also solicit proxies by telephone, facsimile, or e-mail. Our directors and employees may also conduct personal solicitations. Our directors and employees will not receive any additional compensation in connection with their solicitation efforts.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2025: The Notice of the Annual Meeting, this Proxy Statement, the 2024 Annual Report on Form 10-K and the 2024 Annual Report to Shareholders are available at: https://ir.ufginsurance.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.