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Unum Group Board/Management Information 2019

Feb 22, 2019

30521_rns_2019-02-22_3823ce54-d6b8-4e4d-83a2-90bb8d6d375b.zip

Board/Management Information

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8-K 1 a8-kcoverpageitem503bylaws.htm 8-K html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2019 Workiva Document

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): February 19, 2019
UNUM GROUP
(Exact name of registrant as specified in its charter)
Delaware 001-11294 62-1598430
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

1 Fountain Square

Chattanooga, Tennessee 37402

(Address of principal executive offices) (Zip Code)

(423) 294-1011

(Registrant's telephone number, including area code)

Not Applicable

(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 ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o Emerging growth company
o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.03 A mendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 19, 2019, the Board of Directors (the “Board”) of Unum Group (the “Company”) adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”).

Article II, Section 3 of the Bylaws was amended to authorize the Board to postpone, reschedule or cancel special meetings. Article VII, Section 2 of the Bylaws was amended to contemplate broader means of authenticating disbursements. Article VIII, Section 10 of the Bylaws was amended to revise the definition of “Corporation” as used in the indemnification provisions. In addition, certain other technical and non-substantive amendments were made in various sections of the Bylaws.

The above descriptions of the amendments to the Bylaws are qualified in their entirety by reference to the full text of such document, a copy of which is attached hereto as Exhibit 3.1, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits . The following exhibit is filed with his report:
3.1 Amended and Restated Bylaws of Unum Group, effective February 19, 2019.

SIGNATURES

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

Unum Group
(Registrant)
Date: February 22, 2019 By: /s/ J. Paul Jullienne
Name: J. Paul Jullienne
Title: Vice President, Managing Counsel, and
Corporate Secretary