Current Report Filing (8-k)
May 21 2021 - 5:02PM
Edgar (US Regulatory)
0001012771
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0001012771
2021-05-21
2021-05-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 21, 2021
Commission File Number: 1-11917
FBL FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
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Iowa
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42-1411715
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(State or other jurisdiction of incorporation or organization)
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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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50266-5997
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(Address of principal executive offices)
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(Zip Code)
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(515) 225-5400
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(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of 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))
Securities registered pursuant to Section
12(b) of the Securities Exchange Act of 1934:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, without par value
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FFG
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote
of Security Holders
On May 21, 2021, FBL Financial Group, Inc., an
Iowa corporation (the “Company” or “FBL Financial Group”) reconvened a special meeting of shareholders (the “Special
Meeting”) to vote on the adoption of the previously disclosed Agreement and Plan of Merger (as amended, supplemented or otherwise
modified from time to time, the “Merger Agreement”) by and among the Company, Farm Bureau Property & Casualty Insurance
Company (“FBPCIC”) and 5400 Merger Sub, Inc. (“Merger Sub”) pursuant to which Merger Sub will be merged with
and into the Company, with the Company continuing as the surviving corporation (the “Merger”). The Special Meeting was previously
adjourned from its originally scheduled date of April 29, 2021. The Company’s shareholders of record as of the close of business
on March 11, 2021 were entitled to vote at the reconvened Special Meeting.
Proposal 1: Adoption of the Merger Agreement.
At the Special Meeting, the Company’s shareholders voted upon and approved by the requisite vote a proposal to approve the
Merger Agreement. The approval of the Merger Agreement required the affirmative vote of (i) holders of at least a majority of all outstanding
shares of Class A common stock and Series B preferred stock, voting together as a single class, (ii) holders of at least a majority of
all outstanding shares of Class B common stock and (iii) holders of at least a majority of all outstanding shares of Class A common stock
and Class B common stock (together, the “Common Shares”) held by all of the holders of outstanding common shares excluding
the Iowa Farm Bureau Federation and its affiliates (“IFBF”), FBPCIC and its affiliates, and the directors and officers of
IFBF, FBPCIC and their affiliates (the “Unaffiliated Shareholder Vote”).
The voting results with respect to the shares
of Class A common stock and Series B preferred stock, voting as a single class, were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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31,850,260
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806,415
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14,080
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0
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The voting results with respect to the shares
of Class B common stock were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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10,647
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254
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0
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0
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The voting results with respect to the Unaffiliated
Shareholder Vote were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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6,900,588
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806,669
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14,080
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0
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Proposal 2: Non-Binding Compensation Advisory
Proposal. At the Special Meeting, the Company’s shareholders voted upon and approved by the requisite vote a proposal to approve,
on an advisory, non-binding basis, certain compensation that may be paid or become payable to the Company’s named executive officers
in connection with the Merger.
The voting results with respect to the shares
of Class A common stock and Series B preferred stock, voting as a single class, were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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32,092,194
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552,682
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25,876
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0
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The voting results with respect to the shares
of Class B common stock were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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10,647
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254
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0
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0
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A third proposal to adjourn the Special Meeting,
if necessary, to solicit additional proxies, was not needed.
Item 8.01 Other Events
On May 21, 2021, the Company issued a press release
announcing the results of the Special Meeting and the parties’ intent to consummate the Merger on May 25, 2021. The press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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.
Date: May 21, 2021
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FBL FINANCIAL GROUP, INC.
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By
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/s/ Donald J. Seibel
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Donald J. Seibel
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Chief Financial Officer
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