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 7, 2012
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 7, 2012, the following matters were submitted to a vote: the election of three directors to serve for three-year terms expiring in 2015, the proposal to ratify the appointment of Deloitte & Touche LLP, as Independent Registered Public Accounting Firm for the current year, the proposal to approve additional shares for the 1999 employee share purchase plan, the proposal to re-approve the short term incentive plan and the advisory proposal to approve executive compensation. The final results of the voting on these matters were as follows:
| Term Expiration |
Votes For | Votes Against |
Abstained | Broker Non-Votes |
||||||||||||||||
| 1. Election of Directors |
||||||||||||||||||||
| Virginia L. Anderson |
2015 | 31,150,145 | 229,111 | 23,300 | 2,855,993 | |||||||||||||||
| Stanley R. Fallis |
2015 | 31,244,665 | 130,612 | 27,279 | 2,855,993 | |||||||||||||||
| Eric E. Parsons |
2015 | 31,210,989 | 169,199 | 22,368 | 2,855,993 | |||||||||||||||
| Votes For | Votes Against |
Abstained | Broker Non-Votes |
|||||||||||||||||
| 2. Proposal to Ratify Appointment of Independent |
|
|||||||||||||||||||
| Registered Public Accounting Firm |
|
33,999,390 | 237,385 | 21,774 | — | |||||||||||||||
| Votes For | Votes Against |
Abstained | Broker Non-Votes |
|||||||||||||||||
| 3. Proposal to Approve an Amendment to the 1999 |
|
|||||||||||||||||||
| Employee Share Purchase Plan |
|
30,405,730 | 177,768 | 819,058 | 2,855,993 | |||||||||||||||
| Votes For | Votes Against |
Abstained | Broker Non-Votes |
|||||||||||||||||
| 4. Proposal to Re-Approve the Short Term |
|
|||||||||||||||||||
| Incentive Plan |
|
30,183,551 | 381,678 | 837,327 | 2,855,993 | |||||||||||||||
| Votes For | Votes Against |
Abstained | Broker Non-Votes |
|||||||||||||||||
| 5. Advisory Proposal to Approve |
|
|||||||||||||||||||
| Executive Compensation |
|
30,222,184 | 343,353 | 837,019 | 2,855,993 | |||||||||||||||
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 9, 2012 | ||
| /s/ Robert M. Erickson | ||
| Robert M. Erickson | ||
| Vice President and Controller | ||