UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): March 4, 2010
SYMETRA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-33808 | 20-0978027 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification Number) |
777 108th Avenue NE, Suite 1200 | ||
Bellevue, Washington | 98004 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (425) 256-8000
(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:
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)) |
Item 5.02(f) Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2010, the Compensation Committee of the Board of Directors (Compensation Committee)
of Symetra Financial Corporation (Symetra) made certain compensation-related decisions for
purposes of Symetras Annual Incentive Bonus Plan and the 2007-2009 cycle under Symetras Performance
Share Plan. Based on these
decisions, the Compensation Committee approved payment amounts for each of the Symetra executive
officers named in the compensation-related tables for 2009 (collectively, the Named Executive
Officers) set forth in Symetras Registration Statement on Form S-1 (Registration No. 333-162344),
as amended, at the time it became effective on January 21, 2010 (the Registration Statement), and
the related final prospectus (the Prospectus) filed by Symetra with the Securities and Exchange
Commission on January 22, 2010. Such
tables did not reflect these payment amounts because, at the time the Registration Statement became
effective (such time, the Effective Time), the relevant decisions had not yet been made.
The following is a description of 2009 compensation information of Symetras Named Executive
Officers based on the Compensation Committees decisions made on March 4, 2010:
Annual Incentive Bonus Plan
The
Compensation Committee determined that the growth in Symetras
intrinsic business value per share during 2009 was below the
threshold of 10%, so the pool under the Annual
Incentive Bonus Plan was not funded. However, the Compensation
Committee determined to fund a discretionary
bonus pool outside of the Annual Incentive Bonus Plan at 60% for bonuses to be paid in March 2010. The
level of funding for this discretionary bonus pool was based on the Compensation Committees evaluation of
Symetras operating performance for 2009. The Compensation Committee approved payouts under this
bonus pool to certain Named Executive Officers based on each executives individual performance
during 2009. The total amounts of
these bonus pool payouts for Mr. Talbot, Ms. Meister, Mr. Lindsay and Ms.
Davies are set forth in the Summary
Compensation Table below. These amounts are 100% of the target bonus
levels associated with the Annual Incentive Bonus Plan for Mr.
Talbot, Ms. Meister, Mr. Lindsay and Ms. Davies.
2007-2009 Cycle under the Performance Share Plan
The
Compensation Committee determined that the compound annualized growth
in Symetras intrinsic business
value per share during the 2007-2009 cycle was below the threshold performance
level of 10%. However, the Compensation Committee determined to modify the terms of the Performance Share
Plan for the 2007-2009 cycle so that the payout would be based on the annualized growth of modified
operating return on equity from 2007 through 2009. Modified operating return on equity for a year
equals modified operating income for such year divided by
Symetras adjusted book value as of the first
day of such calendar year. Modified operating income equals net income minus realized
gains/(losses), hedge and private equity fund investment income and
investment income related to our equity investments plus 30 year A Bond investment income
substituted for equities/hedge and private equity fund performance
(valued quarterly) and net investment gains/(losses) on fixed index
annuity (FIA) options. With respect to each of the
Named Executive Officers, the Compensation Committee approved a 75.6% performance percentage based
on the revised performance metrics. The amounts of these payouts are set forth in the Summary
Compensation Table below.
2009 Sales Incentive Plan for Mr. McCormick
The total 2009 incentive compensation under Symetras 2009
Sales Incentive Plan for Mr. McCormick is set forth in the
Summary Compensation Table below. This amount is 96% of the 2009
Sales Incentive Plan goal for Mr. McCormick.
Updates to Table from the Registration Statement and Prospectus
The table set forth below was included in the Registration Statement and Prospectus, but it has
been updated to include information that was not calculable as of the Effective Time. New figures
have been indicated by bold italics. The table presents compensation earned during 2008 and 2009 by
the Named Executive Officers.
Summary Compensation Table
2009 Fiscal Year
2009 Fiscal Year
Non-Equity | ||||||||||||||||||||||||||||
Incentive | ||||||||||||||||||||||||||||
Stock | Plan | All Other | Total | |||||||||||||||||||||||||
Salary | Bonus | Awards | Compensation | Compensation | Compensation | |||||||||||||||||||||||
Name and Principal Position | Year | ($) | ($) (2) | ($) (3) | ($) (4) | ($) (5) | ($) | |||||||||||||||||||||
Randall H. Talbot |
2009 | 525,000 | 3,325,137 | 984,532 | 15,267 | 4,849,936 | ||||||||||||||||||||||
President and Chief
Executive
Officer |
2008 | 525,000 | 2,131,403 | | 14,461 | 2,670,864 | ||||||||||||||||||||||
Margaret A. Meister |
2009 | 300,000 | 1,040,291 | 103,201 | 15,024 | 1,458,516 | ||||||||||||||||||||||
Executive Vice President
and Chief Financial
Officer |
2008 | 295,962 | 535,451 | | 14,173 | 845,586 | ||||||||||||||||||||||
Richard J. Lindsay |
2009 | 285,000 | 429,408 | | 15,008 | 729,416 | ||||||||||||||||||||||
Senior Vice President,
Life & Annuities |
2008 | 285,000 | 293,595 | | 14,159 | 592,754 | ||||||||||||||||||||||
Patrick B. McCormick |
2009 | 200,000 | 290,367 | | 229,635 | 15,046 | 735,048 | |||||||||||||||||||||
Senior Vice President,
Sales and
Distribution |
2008 | 200,000 | 354,837 | | 14,225 | 569,062 | ||||||||||||||||||||||
Jennifer V. Davies (1) |
2009 | 235,000 | 418,908 | | 9,238 | 663,146 | ||||||||||||||||||||||
Senior Vice President,
Enterprise Development |
(1) | Ms. Davies was not a named executive officer in 2008. | |
(2) | For 2008, represents the discretionary amounts awarded for
the 2008 Annual Incentive Bonus Plan and the
2006-2008 cycle under the Performance Share Plan paid in March 2009.
For 2009, represents the discretionary amounts awarded for the 2009 Annual Incentive Bonus Plan and the 2007-2009 cycle under the Performance Share Plan paid in March 2010. |
|
The following discretionary amounts were approved for the 2009 Annual Incentive Bonus Plan: Mr. Talbot received $157,500; Ms. Meister received $90,000; Mr. Lindsay received $59,850 and Ms. Davies received $49,350. | ||
The following amounts were approved under the 2007-2009 cycle of Performance Share Plan: Mr. Talbot received $3,167,637; Ms. Meister received $950,291; Mr. Lindsay received $369,558; Mr. McCormick received $290,367 and Ms. Davies received $369,558. | ||
(3) | Represents the fair value of the restricted stock shares at grant date, rather than an amount paid to or realized by the named executive officer. | |
(4) | Represents the amount Mr. McCormick earned as of December 31, 2009 for his 2009 Sales Incentive Plan. | |
(5) | Represents (i) employer contributions to the Symetra Financial Retirement Savings Plan were $13,800 in 2008 and $14,700 in 2009 for each of our Named Executive Officers except for Ms. Davies whose employer contributions was $8,985 in 2009; and (ii) employer-paid life insurance premiums with respect to each Named Executive Officer. |
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.
SYMETRA FINANCIAL CORPORATION |
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By: | /s/ George C. Pagos | |||
Name: | George C. Pagos | |||
Title: | Senior Vice President, General Counsel and Secretary |
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Date:
March 9, 2010