KEMPER Corp
For the period ended May 6, 2026. Filed Mar 25, 2026.
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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 6, 2026 · Filed Mar 25, 2026
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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. |
Notice of 2026 Annual Meeting of Shareholders to be Held May 6, 2026
| DATEWednesday,May 6, 2026 | TIME8:30 a.m. Central Daylight Time | LOCATION200 East Randolph Street, Chicago, Illinois 60601 Auditorium, Lower Level 1 | RECORD DATEMarch 12, 2026 |
| Voting Items · BoardRecommendation · PageReference | |||
|---|---|---|---|
| 1 | Elect the nominees named in the attached Proxy Statement to the Board of Directors | FOR | 4 |
| 2 | Vote on an advisory proposal to approve the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement | FOR | 29 |
| 3 | Vote on an advisory proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 | FOR | 70 |
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 Feeding America for every shareholder account that participates in connection with the 2026 Annual Meeting of Shareholders (“Annual Meeting”).
The Board of Directors of Kemper has fixed March 12, 2026 as the record date (“Record Date”) for determining shareholders entitled to receive this notice and to vote at the 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 12 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 25, 2026
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 6, 2026: The Company’s 2026 Proxy Statement and 2025 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.
| 2026 PROXY STATEMENT | 1 |
|---|
Table of Contents
| 01 · Notice of 2026 Annual Meeting of Shareholders to be Held May 6, 2026 | ||
|---|---|---|
| 03 · Voting Roadmap | ||
| 04 · Proposal 1: Election of Directors | ||
| 4 | Overview | |
| 5 | Director Nominees | |
| 6 | Key Characteristics Represented on the Board | |
| 7 | Director Biographies | |
| 12 | Board Composition | |
| 14 | Corporate Governance | |
| 14 | Board Leadership Structure | |
| 18 | Board Effectiveness | |
| 19 | Board Oversight | |
| 22 | Investor Relations in 2025 | |
| 22 | Corporate Responsibility at Kemper | |
| 23 | Communicating with Our Board | |
| 23 | Other Governance Matters | |
| 24 | Director Compensation | |
| 24 | 2025 Annual Non-Employee Director Compensation Program | |
| 27 | Executive Officers | |
| 29 | Proposal 2: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers | |
| 29 | Overview | |
| 30 | Executive Compensation | |
| 30 | Human Resources & Compensation Committee Report | |
| 31 | Human Resources & Compensation Committee Governance | |
| 32 | Compensation Discussion and Analysis | |
| 50 | Compensation Tables 2025 | |
| 64 | CEO Pay Ratio | |
| 65 | Pay Versus Performance | |
| 70 · Proposal 3: Advisory Vote to Ratify the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm | ||
|---|---|---|
| 70 | Overview | |
| 71 | Audit Fees and All Other Fees | |
| 71 | Audit Committee Pre-Approval Policies and Procedures | |
| 71 | Audit Committee Report | |
| 72 | Beneficial Ownership of Common Stock | |
| 72 | Security Ownership of Certain Beneficial Owners | |
| 73 | Security Ownership of Directors and Executive Officers | |
| 73 | Delinquent Section 16(a) Reports | |
| 74 | Frequently Asked Questions about the Annual Meeting and Voting/Incorporation by Reference | |
| 74 | Proxy and Proxy Statement | |
| 74 | Voting and Record Date | |
| 78 | Shareholder Proposals, Nominations and Communications | |
| 79 | Cost of Proxy Solicitation | |
| 79 | Additional Information about Kemper and Householding Requests | |
| 79 | Incorporation by Reference | |
| 80 | Appendix A-1 - Reconciliation of GAAP and Non-GAAP Financial Measures | |
| 81 | Appendix A-2 - Performance Metrics | |
2
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.