UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2011

 

 

Assurant, Inc.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-31978

 

DE		39-1126612
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

One Chase Manhattan Plaza, 41st Floor

New York, New York 10005

(Address of principal executive offices, including zip code)

(212) 859-7000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

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Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 13, 2011, the Board of Directors of Assurant, Inc. (the “Company”) approved amendments to the Amended and Restated By-laws of the Company (the “By-laws”), effective immediately, to make certain technical and conforming changes and clarifications to Articles I and II of the By-laws (including deleting an obsolete reference to the Company’s first annual meeting of stockholders as a public company and clarifying the treatment of abstentions under the Company’s existing majority voting standard in uncontested elections of directors) and to add a new Article XI to the By-laws to include a forum selection provision for stockholder derivative lawsuits and certain other actions. Article XI further provides that any person acquiring any interest in the shares of capital stock of the Company is deemed to have notice of and to have consented to such forum selection provision.

The foregoing summary of amendments to the By-laws is qualified in its entirety by reference to the text of the By-laws, as amended, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 12, 2011. At the Annual Meeting, the Company’s stockholders (1) elected each of the nominees listed below to the Company’s Board of Directors to serve until the 2012 Annual Meeting of Stockholders or until their respective successors are elected and qualified, (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2011, (3) approved, by non-binding advisory vote, the 2010 compensation paid to the Company’s named executive officers and (4) selected, by non-binding advisory vote, an annual frequency for future non-binding advisory votes on compensation of the Company’s named executive officers.

The following is a summary of the votes cast, as well as the number of abstentions and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director.

Proposal 1: Election of Directors.

 

Nominees:		Votes For				Votes Against				Abstentions				Broker Non-Votes
Elaine D. Rosen			79,420,980				1,950,944				12,915				3,103,583
Howard L. Carver			81,250,492				115,884				18,463				3,103,583
Juan N. Cento			79,249,999				2,120,913				13,927				3,103,583
Lawrence V. Jackson			79,591,762				1,726,637				66,440				3,103,583
David B. Kelso			81,200,241				165,478				19,120				3,103,583
Charles J. Koch			79,238,465				2,117,496				28,878				3,103,583
H. Carroll Mackin			80,423,123				936,751				24,965				3,103,583
Robert B. Pollock			81,256,788				113,114				14,937				3,103,583
John A.C. Swainson			78,013,080				3,312,042				59,717				3,103,583

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Proposal 2: Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2011.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
83,427,063		1,043,097		18,262		0

Proposal 3: Non-binding Advisory Vote on the 2010 Compensation of the Company’s Named Executive Officers.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
66,787,676		14,385,691		211,472		3,103,583

Proposal 4: Non-binding Advisory Vote Regarding the Frequency of Future Advisory Votes on Compensation of the Company’s Named Executive Officers.

 

Votes For One Year		Votes For Two Years		Votes For Three Years		Abstentions		Broker Non-Votes
69,466,086		50,616		11,799,901		68,236		3,103,583

 

Item 9.01.

Financial Statements and Exhibits.

Exhibit 3.1            Amended and Restated By-laws of the Company, effective as of May 13, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 17, 2011