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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): February 17, 2010
FBL Financial Group, Inc.
(Exact name of registrant as specified in its charter)
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Iowa
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1-11917
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42-1411715 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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5400 University Avenue, West Des Moines, Iowa
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50266 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (515) 225-5400
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
d. On February 17, 2010, the Board of Directors of FBL Financial Group, Inc. elected its Chief
Executive Officer, James E. Hohmann, as a director of the Company. Hohmann joined FBL Financial
Group, Inc. on April 29, 2009 as its interim Chief Executive Officer and was named Chief Executive
Officer in January 2010.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 17, 2010, the Board of Directors of FBL Financial Group, Inc. approved amendments to
the Companys Bylaws. The amendments became effective immediately upon the Boards approval. Many
of the amendments were to update the Bylaws in relation to committee charters. The sections of the
Bylaws which have been amended are furnished as Exhibit 3.2 hereto and are also posted on the
Companys website at www.fblfinancial.com. A complete set of the Bylaws including these amendments
will be filed with the Companys Report on Form 10-Q for the first quarter of 2010.
The Board of Directors of FBL Financial Group, Inc. modified matters set forth in Articles II, III
and IV. The amended Bylaws:
Article II: Directors
2.7 Lead Director
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added this section, allowing Class A directors that are independent of management, when
they deem advisable, to elect from among themselves a Lead Director who will, among other
matters, conduct any separate meetings of non-management and independent directors at least
once each year, facilitate communication among directors, and have such other duties and
responsibilities as are set by the Board from time to time. |
Article III: Committees
3.2 Executive Committee
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modified this section with respect to the composition of the Executive Committee. Instead
of requiring that the Committee consist of two or more members of the Board of Directors,
including the Chief Executive Officer and the Chairman of the Board, it is now required that
the Executive Committee consist of the Chief Executive Officer, the Chairman of the Board,
the Lead Director and two or more members of the Board of Directors. |
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modified this section to (1) require that any additional board members designated be
nominated by the Class A Nominating and Corporate Governance Committee, and ratified by the
Board of Directors, and (2) state the Chairman of the Executive Committee shall be the
Chairman of the Board. |
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removed the part of this section requiring that the Committee be designated at the time of
the annual meeting or at other such time as the Board of Directors may determine. |
3.3 Audit Committee
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added to this section that (1) Committee members shall be nominated by the Class A
Nominating and Corporate Governance Committee, and ratified by the Board of Directors, and
(2) one of the members shall be nominated by the Chairman of the Board, with the approval of
a majority of the Directors, to be the chairman of the Committee. |
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removed, as redundant with existing independence requirements, the part of this section
that states that no director who is an officer or director of a Class B Common Stockholder or
who is an officer or employee of the Corporation shall be qualified for Audit Committee
membership. |
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added to this section that the rules (in addition to policy statements) regarding audit
committees issued by the Securities and Exchange Commission (in addition to those issued by
the New York Stock Exchange) shall be applicable in determining which Directors are
independent for this purpose. |
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added to this section that the Audit Committee is directly responsible for the
compensation and oversight of the Corporations independent auditors (in addition to being
responsible for the appointment thereof). |
3.4 Finance Committee
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modified this section to state that the Finance Committee members are nominated by the
Class A Nominating and Corporate Governance Committee and ratified by the Board of Directors
(instead of being nominated by the Chairman of the Board). |
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added that one of the members shall be nominated by the Chairman of the Board to be
chairman of the Committee, with the approval of a majority of the Directors. |
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added that the Committee shall have such specific duties as shall be set forth in the
Finance Committee Charter, which Charter shall be approved by the Board of Directors and the
Finance Committee. |
3.5 Management Development and Compensation Committee
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removed as redundant with existing independence requirement the qualification that
Committee members be Class A Directors. |
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added to the section that each member of the Management Development and Compensation
Committee shall be a Non-Employee Director within the meaning of Rule 16-b(3) under the
Securities and Exchange Act of 1934, and an Outside Director within the meaning of Section
162(m)(4)(c)(i) of the Internal Revenue Code. |
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added to the section that (1) Committee members shall be nominated by the Class A
Nominating and Corporate Governance Committee, and ratified by the Board of Directors, and
(2) that one of the members shall be nominated by the Chairman of the Board, with the
approval of a majority of the Directors, to be the chairman of the Committee. |
3.6 A. Class A Nominating and Corporate Governance
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removed the provision that the Committee members shall be nominated by the Chairman of the
Board and appointed by the Board of Directors. |
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added the provisions that (1) the Committee members shall be nominated by the Class A
Nominating and Corporate Governance Committee, and ratified by the Board of Directors, and
(2) that one of the members shall be nominated by the Chairman of the Board, with the
approval of a majority of the Directors, to be the chairman of the Committee. |
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removed the provision that the Chairman of the Board shall designate the Secretary of the
Committee. |
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removed as redundant with Bylaws section 3.8 the verbiage stating that the majority of the
Committee shall constitute a quorum. |
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removed the provision that the Secretary of the Committee shall keep a complete record of
the proceedings thereof. |
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modified this section to state that the Committee (instead of the Secretary of the
Committee) shall submit and file in writing with the Secretary of the Corporation, not less
than seventy-five (75) days prior to the date of the meeting of the shareholders of the
Corporation at which Directors are to be elected, the names of such nominees. |
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added to this section that the Class A Nominating and Corporate Governance Committee shall
have such other specific duties as shall be set forth in its Charter, and that the Charter
shall be approved by the Board of Directors and the Class A Nominating and Corporate
Governance Committee. |
3.6 B. Class B Nominating Committee
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removed as redundant with Bylaws section 3.8 the verbiage stating that a majority of the
members of the Class B Nominating Committee shall constitute a quorum. |
Article IV: Officers
4.6 Chief Executive Officer
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added the provision that the Chief Executive Officer shall be a member of the Executive
Committee regardless of whether the Chief Executive Officer is simultaneously a Director. |
SIGNATURE
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.
FBL FINANCIAL GROUP, INC.
(Registrant)
Date: February 18, 2010
/s/ James P. Brannen
James P. Brannen
Chief Financial Officer
EXHIBIT INDEX
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Exhibit No. |
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Description |
Exhibit 3.2
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Sections of Bylaws of FBL Financial Group, Inc., amended
February 17, 2010 |