S-8

As filed with the Securities and Exchange Commission on May 3, 2023

Registration No. 333-                 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KEMPER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	95-4255452
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
200 E. Randolph Street, Suite 3300 Chicago, Illinois	60601
(Address of Principal Executive Offices)	(Zip Code)

Kemper Corporation 2023 Omnibus Plan

(Full title of the plan)

C. Thomas Evans, Jr.

Executive Vice President, Secretary and General Counsel Kemper Corporation

200 E. Randolph Street, Suite 3300

Chicago, Illinois 60601

312-661-4600

(Name and address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by Kemper Corporation (the “Registrant”) for the purpose of registering 1,850,000 shares of Registrant common stock, par value $0.10 per share (the “Common Stock”), that may be issued under the Kemper Corporation 2023 Omnibus Plan (the “Plan”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Item 1 of Part I will be delivered to participants in the Plan, in accordance with Form S-8 and Rule 428(b) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (“Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The written statement required by Item 2 of Part I is included in documents delivered to participants in the Plan pursuant to Rule 428(b) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Registrant (Commission File No. 1-3932) with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated in this Registration Statement by reference:

(a) the Registrant’s Annual Report on Form  10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 9, 2023 (the “2022 Annual Report”);

(b) the Registrant’s Current Report on Form  8-K, filed with the Commission on February 3, 2023; and

(c) the description of the Registrant’s Common Stock, contained under the caption “Description of Kemper Capital Stock,” in Amendment No. 1 to the Registrant’s Registration Statement on Form S-4 filed on April  24, 2018, including Exhibit 4.8 to the 2022 Annual Report and any amendment or other report filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than current reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated therein) after the date of this Registration Statement, but prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Baird Allis, who has rendered an opinion as to the validity of the Common Stock being registered by this Registration Statement, is an employee of the Registrant. Mr. Allis will be eligible to participate in the Plan. Mr. Allis beneficially owns or has rights to acquire an aggregate of less than 1.0% of the Common Stock.

Item 6. Indemnification of Directors and Officers.

Under Section 145 of the General Corporation Law of the State of Delaware (“DGCL”), the Registrant may indemnify a director or officer in connection with an action, suit or proceeding (other than in connection with actions by or in the right of the Registrant) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and, in the case of any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In addition, under Section 145 of the DGCL, the Registrant may indemnify a director or officer in connection with an action or suit by or in the right of the Registrant against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant, except that the Registrant may not so indemnify the director or officer if the director or officer is adjudged to be liable to the Registrant, unless a court determines that, despite such adjudication but in view of all of the circumstances, the director or officer is entitled to indemnification of such expenses which such court deems proper.

Under Section 145 of the DGCL, expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Registrant in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Registrant as authorized in Section 145 of the DGCL. In accordance with Section 145 of the DGCL, such expenses (including attorneys’ fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the Registrant deems appropriate.

The Registrant’s Certificate of Incorporation and Bylaws provide for indemnification of the directors and officers of the Registrant and for advancement of expenses incurred by a director or officer in defending an action to the fullest extent permitted by current Delaware law. The Registrant’s Certificate of Incorporation and Bylaws eliminate the personal liability of a director to the Registrant or its shareholders for monetary damages for breach of fiduciary duty as a director as authorized by Section 102(b)(7) of the DGCL, but not with regard to a director’s liability for breach of duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, willful or negligent violation of DGCL provisions regarding dividend payments or stock purchase or redemption, or any transaction from which the director derived an improper personal benefit.

Each of the Registrant’s directors and executive officers is a party to an indemnification agreement with the Registrant, as permitted by the DGCL. These agreements provide that the Registrant will indemnify the director or executive officers against all threatened, asserted, pending or completed claims, investigations or inquiries in which he or she is involved by reason of (among other things) being a director or executive officer of the Registrant or another entity at the Registrant’s request to the fullest extent permitted by Delaware law. These agreements also provide that the Registrant will advance any and all expenses incurred by such director or executive officer with respect to such claims, investigations or inquiries, if so requested; however, the rights to indemnification and advancement of expenses are subject to the condition that no determination is made that such director or executive officer is not permitted to be indemnified under applicable law. These agreements require written consent of both parties to be amended.

The foregoing statements are subject to the detailed provisions of the DGCL, the Registrant’s Certificate of Incorporation and Bylaws and the indemnification agreements between the Registrant and its directors and executive officers, the form of which was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 11, 2020.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description
4.1	Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 8, 2014).
4.2	Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 6, 2022).
4.3	Kemper Corporation 2023 Omnibus Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 22, 2023).
5.1*	Opinion of Baird Allis with respect to the validity of issuance of securities
23.1*	Consent of Deloitte & Touche LLP
23.2*	Consent of Baird Allis (contained in Exhibit 5.1)
24.1*	Power of Attorney (included on the signature page of this Registration Statement)
107*	Calculation of Filing Fee Table

* Each document marked with an asterisk is filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

1.    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 3, 2023.

KEMPER CORPORATION
By:	/s/ Joseph P. Lacher, Jr.
Name:	Joseph P. Lacher, Jr.
Title:	Chairman of the Board, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Joseph P. Lacher, Jr., C. Thomas Evans, Jr., and Baird Allis with full power to act alone, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in any and all capacities, to sign, execute and file with the Commission (or any other governmental or regulatory authority), for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments) with all exhibits and any and all documents required to be filed with respect thereto, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and to perform each and every act and thing necessary and/or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he himself/she herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on May 3, 2023 in the capacities indicated below.

Signature	Title
/s/ Joseph P. Lacher, Jr. Joseph P. Lacher, Jr.	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
/s/ James J. McKinney James J. McKinney	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ James A. Alexander James A. Alexander	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
/s/ Teresa A. Canida Teresa A. Canida	Director
/s/ George N. Cochran George N. Cochran	Director
/s/ Kathleen M. Cronin Kathleen M. Cronin	Director
/s/ Jason N. Gorevic Jason N. Gorevic	Director

/s/ Lacy M. Johnson Lacy M. Johnson	Director
/s/ Gerald Laderman Gerald Laderman	Director
/s/ Alberto J. Paracchini Alberto J. Paracchini	Director
/s/ Stuart B. Parker Stuart B. Parker	Director
/s/ Christopher B. Sarofim Christopher B. Sarofim	Director
/s/ Susan D. Whiting Susan D. Whiting	Director

EX-5.1

Exhibit 5.1

200 E. Randolph Street, Suite 3300

Chicago, IL 60601

May 3, 2023

Kemper Corporation

200 E. Randolph Street, Suite 3300

Chicago, IL 60601

Ladies and Gentlemen:

I have acted as counsel to Kemper Corporation (the “Company”) in connection with the preparation of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), covering shares of common stock, $0.10 par value per share, of the Company (the “Common Stock”) which may be issued to participants under the Kemper Corporation 2023 Omnibus Plan (the “2023 Plan”).

On May 3, 2023 (the “Effective Date”), the stockholders of the Company approved the 2023 Plan. Under the 2023 Plan, up to 1,850,000 total shares of Common Stock may be granted (reduced by shares subject to awards granted under the Kemper Corporation 2020 Omnibus Equity Plan after February 28, 2023 and prior to the Effective Date) (the “2023 Plan Shares”).

I have examined the 2023 Plan and such other records, documents, and matters of law and satisfied myself as to such matters of fact as I have deemed relevant for purposes of this opinion. In rendering this opinion, I have assumed without investigation that the information supplied to me by the Company and its employees and agents is accurate and complete.

Based upon and subject to the foregoing, I am of the opinion that, assuming that (i) the Registration Statement becomes effective under the Securities Act, (ii) the 2023 Plan Shares will be issued in accordance with the terms of the 2023 Plan and in the manner described in the Registration Statement and (iii) certificates representing the 2023 Plan Shares have been duly executed, countersigned by the Company’s transfer agent/registrar and delivered on behalf of the Company against payment of the full consideration for the 2023 Plan Shares in accordance with the terms of the 2023 Plan (assuming in each case the consideration received by the Company is at least equal to $0.10 par value per share) or, if any 2023 Plan Shares are to be issued in uncertificated form, the Company’s books shall reflect the issuance of such 2023 Plan Shares to the person entitled thereto against payment of the full consideration for the 2023 Plan Shares in accordance with the terms of the 2023 Plan (assuming in each case the consideration received by the Company is at least equal to $0.10 par value per share), the 2023 Plan Shares to be issued to participants under the 2023 Plan will be validly issued, fully paid, and non-assessable when so delivered pursuant to and in accordance with the terms and conditions of the 2023 Plan.

The opinions expressed herein are limited solely to the General Corporation Law of the State of Delaware. I express no opinion on the laws of any other jurisdiction or the applicability or effect of any such laws or principles. I do not find it necessary for purposes of this opinion, and accordingly do not purport herein, to cover the application of the federal laws of the United States of America or any state securities or “Blue Sky” laws to the delivery of the 2023 Plan Shares to the participants pursuant to and in accordance with the terms and conditions of the 2023 Plan.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me included in and made a part of the Registration Statement.

Sincerely,

/s/ Baird S. Allis

Baird S. Allis

Associate General Counsel

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 9, 2023 relating to the financial statements of Kemper Corporation and the effectiveness of Kemper Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Kemper Corporation for the year ended December 31, 2022.

/s/ Deloitte & Touche LLP

Chicago, Illinois

May 3, 2023

EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Table

FORM S-8

(Form Type)

KEMPER CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee(2)
Equity(3)	Common  Stock, par  value $.10 per share	Rule 457(c) and  Rule 457(h)	1,850,000	$47.65	$88,152,500.00	0.00011020	$9,714.41
Total Offering Amounts							$9,714.41
Total Fee Offsets							$—
Net Fee Due							$9,714.41

(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement shall also cover any additional shares of Kemper Corporation’s (the “Registrant”) common stock, par value $0.10 per share (the “Common Stock”) that become issuable under the Kemper Corporation 2023 Omnibus Plan set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Common Stock, as applicable.

(2) Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $47.65 per share, the average of the high and low prices of the Registrant’s Common Stock on May 1, 2023 as reported on the New York Stock Exchange.

(3) Represents shares of the Registrant’s Common Stock that may be issued under the Kemper Corporation 2023 Omnibus Plan.