Current Report Filing (8-k)

 

 

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) November 9, 2015

 

 

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)

[phone]

(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))

 

 

 

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Section 5 — Corporate Governance and Management

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Special Meeting of Shareholders (“Special Meeting”) held on November 9, 2015, the shareholders of StanCorp Financial Group, Inc. (“StanCorp”) voted in favor of the matters described below. The final results of the voting were as follows:

 

		Votes For				Votes Against				Abstained				Broker Non- Votes
1.     Proposal to approve the Agreement and Plan of Merger dated as of July 23, 2015, among Meiji Yasuda Life Insurance Company, MYL Investments (Delaware) Inc. and StanCorp Financial Group, Inc., as it may be amended from time to time			30,354,355				246,695				98,762				—
		Votes For				Votes Against				Abstained				Broker Non- Votes
2.     Proposal to approve, on an advisory (non-binding) basis, the compensation to be paid to StanCorp Financial Group, Inc.’s named executive officers in connection with the merger as disclosed in its proxy statement			29,688,329				822,449				189,034				—

StanCorp also solicited proxies with respect to the adjournment of the Special Meeting to a later time and date, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the Merger Agreement. Sufficient votes were received at the time of the Special Meeting to approve the Merger Agreement, therefore, the proposal to approve the adjournment of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to shareholders of StanCorp for approval at the Special Meeting.

Section 8 — Other Events

 

Item 8.01

Other Events

On November 9, 2015, StanCorp issued a press release announcing that shareholders voted to approve the Agreement and Plan of Merger entered into on July 23, 2015 by and among StanCorp, Meiji Yasuda Life Insurance Company (“Meiji Yasuda”), and MYL Investments (Delaware) Inc. under which Meiji Yasuda will acquire all outstanding shares of StanCorp for $115.00 per share in cash. A copy of the press release is attached hereto as Exhibit 99.1 and filed herewith.

Section 9 — Financial Statements and Exhibits

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

99.1		StanCorp Financial Group, Inc. press release dated November 9, 2015

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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:  November 10, 2015
				/s/ Robert M. Erickson
				Robert M. Erickson
				Vice President, Controller and Treasurer

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EXHIBIT INDEX

 

Exhibit No.		Description
*99.1		StanCorp Financial Group, Inc. press release dated November 9, 2015

 

*	Filed herewith

Exhibit 99.1

StanCorp Financial Group, Inc. Shareholders Approve Acquisition by Meiji Yasuda

PORTLAND, Ore. — November 9, 2015 — StanCorp Financial Group, Inc. (“StanCorp”) (NYSE:SFG) announced that shareholders voted today during a special meeting held in Portland to approve the Agreement and Plan of Merger entered into on July 23, 2015 by and among StanCorp, Meiji Yasuda Life Insurance Company (“Meiji Yasuda”), and MYL Investments (Delaware) Inc. under which Meiji Yasuda will acquire all outstanding shares of StanCorp for $115.00 per share in cash. More than 99% of the votes cast were in favor of the transaction. Completion of the merger remains subject to approval by certain regulatory authorities in the United States and Japan, as well as customary closing conditions, which StanCorp expects to occur in the first quarter of 2016.

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 offer 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 the origination and servicing of fixed-rate commercial mortgage loans. For more information about StanCorp Financial Group, Inc., visit its investor relations website at www.stancorpfinancial.com.

Disclosure

Information in this news release includes certain statements related to 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 2014 Form 10-K and the third quarter 2015 report on Form 10-Q filed with the Securities and Exchange Commission for a description of the types of risks and uncertainties that may affect actual results.

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Contacts

Investor Relations and Financial Media

Jeff Hallin

Vice President, Investor Relations and Capital Markets

[phone]

[e-mail]

General Media

Bob Speltz

Senior Director, Public Affairs

[phone]

[e-mail]