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 16, 2011
STANCORP FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| State of Oregon | 1-14925 | 93-1253576 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1100 SW Sixth Avenue, Portland, Oregon | 97204 | |
| (Address of principal executive offices) | (Zip Code) |
(971) 321-7000
(Registrant’s telephone number, including area code)
No Change
(Former name, former address and former fiscal year, 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)) |
Section 5 – Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Shareholders, held on May 16, 2011, the following matters were submitted to a vote: the election of four directors to serve for three-year terms expiring in 2014, the proposal to ratify the appointment of Deloitte & Touche LLP, as Independent Registered Public Accounting Firm for the current year, the proposal to approve the extension of the Shareholder Rights Plan, the non-binding proposal regarding compensation of the Named Executive Officers of StanCorp Financial Group, Inc. (“StanCorp”) and the non-binding proposal regarding frequency of voting on executive compensation. The results of the voting on these matters were as follows:
| Term Expiration |
Votes For | Votes Against |
Abstained | Broker Non-Votes |
||||||||||||||||
| 1. Election of Directors |
||||||||||||||||||||
| Frederick W. Buckman |
2014 | 32,008,155 | 373,580 | 33,005 | — | |||||||||||||||
| J. Greg Ness |
2014 | 32,038,327 | 333,520 | 42,893 | — | |||||||||||||||
| Mary F. Sammons |
2014 | 32,120,440 | 265,466 | 28,834 | — | |||||||||||||||
| Ronald E. Timpe |
2014 | 32,053,340 | 333,091 | 28,310 | — | |||||||||||||||
| Votes For | Votes Against |
Abstained | Broker Non-Votes |
|||||||||||||||||
| 2. Proposal to Ratify Appointment of Independent Registered Public Accounting Firm |
|
34,175,316 | 409,583 | 16,973 | — | |||||||||||||||
| Votes For | Votes Against |
Abstained | Broker Non-Votes |
|||||||||||||||||
| 3. Proposal to Approve the Extension of the Shareholder Rights Plan |
|
16,368,737 | 16,011,221 | 34,783 | 2,187,131 | |||||||||||||||
| Votes For | Votes Against |
Abstained | Broker Non-Votes |
|||||||||||||||||
| 4. Non-binding Proposal Regarding Compensation of the Company’s Named Executive Officers |
|
31,852,553 | 500,088 | 62,099 | 2,187,132 | |||||||||||||||
| Votes For 1 Year |
Votes For 2 Years |
Votes For 3 Years |
Abstained | Broker Non-Votes |
||||||||||||||||
| 5. Non-binding Proposal Regarding Frequency of Voting on Executive Compensation |
24,863,594 | 1,751,622 | 5,750,074 | 49,450 | 2,187,132 | |||||||||||||||
Section 8 – Other Events
| Item 8.01 | Other Events. |
On May 17, 2011, StanCorp issued a press release announcing that on May 16, 2011, its board of directors authorized an additional 3 million shares of StanCorp common stock to its current share repurchase program.
Section 9 - Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
99.1 StanCorp Financial Group, Inc. press release dated May 17, 2011
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.
| STANCORP FINANCIAL GROUP, INC. | ||||||
| Dated: May 18, 2011 | ||||||
| /s/ Robert M. Erickson | ||||||
| Robert M. Erickson | ||||||
| Vice President and Controller | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| * 99.1 | StanCorp Financial Group, Inc. press release dated May 17, 2011 | |
| * | Filed herewith |
Exhibit 99.1
FOR IMMEDIATE RELEASE
StanCorp Financial Group, Inc. Announces New Share Repurchase Program
PORTLAND, Ore. — May 17, 2011 — On May 16, 2011, the board of directors of StanCorp Financial Group, Inc. (“StanCorp”) (NYSE:SFG) authorized an additional 3 million shares of StanCorp common stock to its current share repurchase program.
“At StanCorp, we seek to manage our capital opportunistically and with the long-term shareholder in mind,” said Greg Ness, president and chief executive officer. “Since becoming a public company in 1999, we have utilized a share repurchase program to return value to shareholders. We are pleased to add to our share repurchase program while maintaining a capital structure that supports future growth.”
The new share authorization expires December 31, 2012 and will add to the existing repurchase program, which had approximately 1.5 million shares remaining at March 31, 2011.
For the first quarter of 2011, the Company repurchased approximately 0.9 million shares at a total cost of $38.7 million, which resulted in a volume weighted-average price of $45.45 per share.
About StanCorp Financial Group, Inc.
StanCorp Financial Group, Inc., through its subsidiaries marketed as The Standard — Standard Insurance Company, The Standard Life Insurance Company of New York, Standard Retirement Services, StanCorp Mortgage Investors, StanCorp Investment Advisers, StanCorp Real Estate and StanCorp Equities — is a leading provider of financial products and services. StanCorp’s subsidiaries serve approximately 7.5 million customers nationwide as of March 31, 2011, with group and individual disability insurance, group life and accidental death and dismemberment insurance, group dental and group vision insurance, absence management services, retirement plans products and services, individual annuities and investment advice. For more information about StanCorp Financial Group, Inc., visit its investor website at www.stancorpfinancial.com.
Disclosure
Information in this news release includes certain statements related to projected growth and future events. These statements are “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results in future periods may differ materially from those expressed or implied by such forward-looking statements. See StanCorp’s 2010 annual report on Form 10-K and most recent Form 10-Q filed with the Securities and Exchange Commission for a description of the types of uncertainties and risks that may affect actual results.
Contacts
Investor Relations and Financial Media
Jeff Hallin
(971) 321-6127
jeff.hallin@standard.com
General Media
Bob Speltz
(971) 321-3162
bob.speltz@standard.com