KEMPER Corp
For the period ended May 1, 2024. Filed Mar 20, 2024.
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May 1, 2024 · Filed Mar 20, 2024
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Cover page
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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 o |
|---|
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under 240.14a-12 |
| Kemper Corporation | |
| (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 the appropriate box): | |
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Affordable Protection in an Ever-Changing World
Kemper is improving the world of insurance by providing affordable and personalized auto and life solutions for individuals, families and businesses.
Kemper at a GlanceThe Kemper (NYSE: KMPR) family of companies is one of the nation’s leading specialized insurers. With approximately $13 billion in assets, Kemper is improving the world of insurance by providing affordable and easy-to-use personalized solutions to individuals, families and businesses through its Kemper Auto and Kemper Life brands. Kemper serves over 4.9 million policies, is represented by 23,700 agents and brokers, and has approximately 8,100 associates dedicated to meeting the ever-changing needs of its customers.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSThis Notice of Annual Meeting and Proxy Statement contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by “believe(s),” “goal(s),” “target(s),” “estimate(s),” “anticipate(s),” “forecast(s),” “project(s),” “plan(s),” “intend(s),” “expect(s),” “might,” “may,” “could” and other terms of similar meaning. Any or all forward-looking statements may turn out to be wrong, and, accordingly, Kemper cautions readers not to place undue reliance on such statements. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance, and actual results could differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties that may be important in determining the Company’s actual future results and financial condition. Information on potential factors that could affect Kemper’s financial results is included from time to time in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the SEC, including the Company’s Form 10-K for the fiscal year ended December 31, 2023. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.
Notice of 2024 Annual Meeting of Shareholders to be Held May 1, 2024
| DateWednesday,May 1, 2024 | Time8:30 a.m. Central Daylight Time | Location200 East Randolph Street, 70th Floor, Chicago, Illinois 60601 | Record DateMarch 7, 2024 |
| Voting Items · BoardRecommendation · PageReference | |||
|---|---|---|---|
| 1 | Elect the nominees named in the attached Proxy Statement to the Board of Directors | FOR | 7 |
| all director nominees | |||
| 2 | Vote on an advisory proposal to approve the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement | FOR | 32 |
| 3 | Vote on a proposal to approve the Company’s Amended and Restated 2023 Omnibus Plan | FOR | 73 |
| 4 | Vote on an advisory proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 | FOR | 81 |
We will also consider and act upon such other business as may be properly brought before the meeting.
Your vote is important to us. To show our appreciation for your participation, The Kemper Foundation will make a $1 donation to the American Cancer Society for every shareholder account that votes in connection with the Annual Meeting.
The Board of Directors of Kemper has fixed March 7, 2024 as the record date (“Record Date”) for determining shareholders entitled to receive this notice and to vote at the 2024 Annual Meeting or any adjournments or postponements of the meeting. Only shareholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting.
If you wish to examine a list of registered shareholders as of March 7 during the 10-day period prior to the Annual Meeting date, please contact Investor Relations at investors@kemper.com.
By Order of the Board of Directors,
C. Thomas Evans, Jr.
Secretary
Chicago, Illinois
March 20, 2024
How to Vote
| By Internetwww.proxyvote.com | By Telephone1-800-690-6903 | By MailComplete, sign and date your proxy card and return it no later than the commencement of the Annual Meeting in the postage-paid envelope provided |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 1, 2024: The Company’s 2024 Proxy Statement and 2023 Annual Report to Shareholders are available at proxyvote.com. Regardless of whether you plan to attend the Annual Meeting, please vote your proxy as promptly as possible. You may vote by timely returning your signed and dated proxy card in the postage-paid envelope provided, or you may vote by telephone or through the Internet. Instructions are printed on your proxy card.
| 2024 PROXY STATEMENT | 1 |
|---|
Table of Contents
| 01 · Notice of 2024 Annual Meeting of Shareholders to be Held May 1, 2024 | ||
|---|---|---|
| 03 · Proxy Statement Summary | ||
| 05 · Voting Roadmap | ||
| 07 · Proposal 1: Election of Directors | ||
| 7 · Overview | ||
| 8 | Director Nominees | |
| 9 | Key Characteristics Represented on the Board | |
| 10 | Director Biographies | |
| 15 | Board Composition | |
| 17 | Corporate Governance | |
| 17 | Board Structure | |
| 21 | Board Effectiveness | |
| 22 | Board Oversight | |
| 24 | Communicating with our Board | |
| 25 | Other Governance Matters | |
| 26 | Director Compensation | |
| 26 | 2023 Annual Non-Employee Director Compensation Program | |
| 29 | Executive Officers | |
| 32 | Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers | |
| 32 | Overview | |
| 33 | Executive Compensation | |
| 33 | Compensation Committee Report | |
| 34 | Human Resources & Compensation Committee Governance | |
| 35 | Compensation Discussion & Analysis | |
| 54 | Compensation Tables 2023 | |
| 68 | CEO Pay Ratio | |
| 68 | Pay Versus Performance | |
| 73 | Proposal 3: Vote to Approve the Amended and Restated Kemper Corporation 2023 Omnibus Plan | |
| 73 | Overview and Reason for Proposal | |
| 74 | Key Features of the 2023 A&R Plan | |
| 74 | Burn Rate, Outstanding Equity Awards, and Overhang & Dilution | |
| 75 | Summary Description of the 2023 A&R Plan | |
| 81 | Proposal 4: Advisory Vote to Ratify the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm | |
| 81 | Overview | |
| 82 | Audit Fees and All Other Fees | |
| 82 | Audit Committee Pre-Approval Policies and Procedures | |
| 82 | Audit Committee Report | |
| 83 | Beneficial Ownership of Common Stock | |
| 83 | Security Ownership of Certain Beneficial Owners | |
| 84 | Security Ownership of Directors and Executive Officers | |
| 85 | Delinquent Section 16(a) Reports | |
| 86 | Frequently Asked Questions about the Annual Meeting and Voting/Incorporation by Reference | |
| 86 | Proxy and Proxy Statement | |
| 86 | Voting and Record Date | |
| 89 | Shareholder Proposals, Nominations and Communications | |
| 90 | Cost of Proxy Solicitation | |
| 91 | Additional Information about Kemper and Householding Requests | |
| 91 | Incorporation by Reference | |
| 92 | Appendix A-1 - Reconciliation of GAAP and Non-GAAP Financial Measures | |
| 93 | Appendix A-2 - Performance Metrics | |
| 94 | Appendix B - Amended and Restated Kemper Corporation 2023 Omnibus Plan |
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