UNITED FIRE GROUP INC FORM 8-K (Current report filing) Filed 05/21/15 for the Period Ending 05/21/15 Address 118 SECOND AVE SE CEDAR RAPIDS, IA 52401 Telephone 3193995700 CIK 0000101199 Symbol UFCS SIC Code 6331 - Fire, Marine, and Casualty Insurance Industry Insurance (Prop. & Casualty) Sector Financial Fiscal Year 12/31 http://www.edgar-online.com Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
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, 2015 United Fire Group, Inc. (Exact name of registrant as specified in its charter) Iowa 001-34257 45-2302834 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 118 Second Avenue, S.E., Cedar Rapids, Iowa 52401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (319) 399-5700 (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: 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))
Item 5.07. Submission of Matters to a Vote of Security Holders. On May 20, 2015, the United Fire Group, Inc. (the "Company") held its 2015 Annual Meeting of Shareholders in Cedar Rapids, Iowa. Represented at the meeting, in person or by proxy, were 22,916,030 shares constituting approximately 92 percent of the issued and outstanding shares entitled to vote as of the close of business on March 23, 2015. The following proposals were approved by the margins indicated below. Proposal 1: Election of four director nominees for terms of three years ending in 2018 (or until such time as their respective successors have been duly elected and qualified). Number of Shares Votes For Votes Withheld Broker Non-Votes Christopher R. Drahozal Class C Director 20,289,809 836,518 1,789,703 Jack B. Evans Class C Director 20,287,102 839,225 1,789,703 George D. Milligan Class C Director 20,295,071 831,257 1,789,703 Michael W. Phillips Class C Director 21,034,518 91,809 1,789,703 1
Proposal 2: Approval of an amendment to United Fire Group, Inc. s Articles of Incorporation to provide for majority voting in uncontested director elections. A copy of the amendment is attached as Exhibit 3.1. Amendment to United Fire Group, Inc. s Articles of Incorporation Votes For Number of Shares Votes Votes Against Abstained Broker Non-Votes 20,127,150 11,022 988,155 1,789,703 On May 20, 2015, the Company implemented the amendment by filing Articles of Amendment to the Articles of Incorporation of United Fire Group, Inc. with the Iowa Insurance Division and the Secretary of State of the State of Iowa. Proposal 3: Ratification of the appointment of our independent registered public accounting firm, Ernst & Young LLP, for 2015. Number of Shares Votes For Votes Against Votes Abstained Broker Non-Votes Appointment of Ernst & Young LLP 21,931,828 962,184 22,019 Proposal 4: Approval, on an advisory basis, of compensation of the Company s named executive officers. Number of Shares Votes For Votes Against Votes Abstained Broker Non-Votes Say-on-Pay Advisory Vote on Compensation of the Company s Named Executive Officers 60,613,533 491,129 21,666 1,789,703 Item 7.01. Regulation FD Disclosure. The shareholder presentation attached as Exhibit 99.1 to this Current Report on Form 8-K was used at the 2015 Annual Meeting of Shareholders. The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933. Item 8.01. Other Events. Effective May 20, 2015, the Company announced promotions and new officer appointments for both the Company and its subsidiary, United Fire & Casualty Company. A copy of the Company s press release announcing the promotions and appointments is attached as Exhibit 99.2 to this Current Report on Form 8-K. The information in this Item 8.01 and Exhibit 99.2 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933. 2
Item 9.01. Financial Statements and Exhibits. (a) None. (b) None. (c) None. (d) Exhibits. Exhibit 3.1 Articles of Amendment to the Articles of Incorporation of United Fire Group, Inc. Exhibit 99.1 Shareholder Presentation from the Annual Meeting of Shareholders on May 20, 2015 Exhibit 99.2 Press Release of United Fire Group, Inc. dated May 21, 2015 3
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. United Fire Group, Inc. (Registrant) Dated: May 21, 2015 /s/ Randy A. Ramlo Randy A. Ramlo, President and Chief Executive Officer 4
EXHIBIT INDEX Exhibit Number Description of Exhibit 10.1 Amendment Number One to United Fire Group, Inc. Articles of Incorporation 99.1 Shareholder Presentation from Annual Shareholder's Meeting on May 20, 2015 99.2 Press Release of United Fire Group, Inc. dated May 21, 20215 5
2015 ANNUAL MEETING RANDY A. RAMLO CHIEF EXECUTIVE OFFICER MAY 20, 2015 simple solutions for complex times
2014 HIGHLIGHTS GAAP combined ratio increased from 94.8% to 97.8% P&C statutory capital increased from $666 million to $686 million Book value grew from $30.87 per share to $32.67 per share GAAP expense ratio improved from 31.8% to 31.3% Policy retention remained high at 82% 2
PREMIUM GROWTH 3 2010 to 2011 reflects the acquisition of Mercer Insurance Group $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Net Written Premiums ($ in 1,000's)
STATUTORY COMBINED RATIO 4 The above numbers are presented on a statutory basis rather than GAAP LAE Loss Adjustment Expenses Defense costs, legal costs, adjustments and other 2011 2012 2013 2014 Losses 61.5 49.3 45.1 53.2 LAE 15.0 21.2 18.2 13.5 U/W Expense 32.1 31.3 32.0 31.4 Combined Ratio 108.6 101.8 95.3 98.1
A YEAR OF FIRES 5 1Q NJ Condo Fire 2Q DSM Younkers Fire 3Q Increase in large fire losses The impact on the combined ratio due to large losses (including fire losses) was 10.8 percentage points
LIFE COMPANY New/Expanded products Graded Benefit Whole Life Long Term Care rider (Qualified Care Accelerated Death Benefit) Strong capitalization according to A.M. Best Lapse ratio of 5.5 Life Asset / Liability matching in alignment with future maturities supporting investment returns Continue to appropriately price products Single Premium Whole Life $20 million dividend to parent in the last two years 6
INVESTMENT YIELD 7 NOTE: Total Invested Assets excludes Cash and Cash Equivalents 5.7% 5.7% 5.7% 5.7% 5.1% 4.5% 4.5% 3.8% 3.7% 3.7% 3.3% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
PREMIUM TO SURPLUS RATIO 8 1.5 1.2 1.2 0.8 0.7 0.8 0.8 0.7 1.0 1.1 1.1 1.2 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8 2.0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 An indication organic growth remains a viable objective Additional leverage results in more favorable ROE
ECONOMY / MARKET CONDITIONS Positive P&C rate environment for 14 quarters Rate increases are expected through Q32015 though diminishing as the year progresses Positive audit premium for the last 14 quarters Our insureds continue to add exposures at renewal Policy count growth opportunities 9
1Q15 HIGHLIGHTS Operating income per diluted share $ 0.92 Book value per share $33.76 Combined ratio 89.7% Catastrophes impact on combined ratio 0.1% Return on equity (ROE) 11.4% 10
STOCK PRICE 11 $18.48 $34.21 $30.11 Book Value per Share at 3/31/2015: $33.76 $32.65 $15 $20 $25 $30 $35 $40 Stock Price Book Value Linear (Stock Price) $33.76
CAPITAL MANAGEMENT 12 2010-2014 Shares Repurchased 1,907,872 verage Repurchase Price/share 22.61$ Total Repurchased 40,599,455$ Dividend Payments 83,714,757$ Total Capital Returned to SH $124,314,212
CURRENT OBJECTIVES 13 Objectives Increase ROE Increase Written Premiums Provide best-in-class service Be a best place to work so as to recruit and retain the best employees Expand our agency plant and geographic footprint Leverage our existing product portfolio Expand our geographic footprint Excess & Surplus Branch in Los Angeles of February 1, 2014 Continue to capitalize on strategic growth opportunities 2020 Vision
PROPOSED EXPANSION TO SUPPORT ORGANIC GROWTH 14 Offices in Cedar Rapids, Iowa (corporate headquarters); Denver, Colorado; Houston, Texas; Pennington, New Jersey; Lock Haven, Pennsylvania; New Orleans, Louisiana; Rocklin, California and Los Angeles, California. Licensed in 45 states plus the District of Columbia, we have agency appointments in the states shaded blue. Applications are pending in the states shaded yellow and expansion applications are pending in the states shaded green. Expansion States Surety Bonds Only
UFG SPECIALTY INSURANCE COMPANY 15 $9.5 M Written Premium $18 M to $20 Written Premium (Projected) New branch office opened in Los Angeles on February 3, 2014. First policy issued by the end of February. Currently in the states of CA, OR, NV, AZ. 2015 expansion includes NM, ID, WA, UT. 2015 2014
ACCENTURE CLAIMS SYSTEM Objectives Enhance service to policyholders and agents Reduce expenses by improving employee efficiency and accuracy Provide field adjusters with tools to enhance customer service Provide additional/expanded management reports Automate internal controls Improve reserve accuracy Currently, more than 15,000 claims converted 16 Analyze Design Build/Test Train 2013 2014 Implement 2015
COMMITMENT TO DOWNTOWN 17 Proposed rendition of the new multi-story companion building for the American Building in downtown Cedar Rapids, IA. Final design decision is pending. Renovation and construction proposed to begin in September 2015 with completion anticipated in December 2016. All proposals are pending city, state and federal approvals. Future public announcements are anticipated in early June.
NEW CHIEF FINANCIAL OFFICER 18 Dawn M. Jaffray Ms. Jaffray brings more than 27 years of experience to UFG, including extensive operational and financial experience with global publicly- and privately-held insurance- and financial services- related companies. Ms. Jaffray's business experience has been focused on insurance, finance and capital management.
NATIONAL RECOGNITION 19 Rated A (Excellent) by A.M. Best Company Named a Super Regional Property/Casualty Insurer every year since 2006 by Insurance Journal magazine Received the 2014 Interface Partner Award from Applied Systems (sixth consecutive year) Placed on Forbes 2014 list of America s 50 Most Trustworthy Financial Companies 2015 Recipient of the Better Business Bureau s Integrity Award
JOHN RIFE RETIRES 2009-2015 UFG Vice Chair/BOD 1998-2009 UFG Board of Directors 1997-2007 UFG CEO 1984-2009 ULIC President 1976-1984 ULIC Marketing Strong, ethical and caring leader for more than 30 years 20
21 Thank You!
2Q2015 DIVIDEND ANNOUNCEMENT 22 UFG Approves a Dividend Increase and Declares a Common Stock Dividend of $0.22 per share! Record Date June 1 Payment Date June 15
Exhibit 99.2 United Fire Group, Inc. Reports on Annual Shareholders Meeting Directors Elections to and Retirement from the Board of Directors Announced Promotions and New Officer Appointments Announced CEDAR RAPIDS, IOWA, May 21, 2015 United Fire Group, Inc. (NASDAQ: UFCS) announced today that four directors were elected to and one director retired from our 13-member board at the Annual Shareholders Meeting on May 20, 2015. The following individuals were each elected as directors to serve three-year terms expiring in 2018: Christophe R. Drahozal, John M. Rounds Professor of Law and Associate Dean of Research and Faculty Development at the University of Kansas, Lawrence, Kansas; Jack B. Evans (Chairman), President of the Hall-Perrine Foundation, Cedar Rapids, Iowa; George D. Milligan, President of The Graham Group, Inc., Des Moines, Iowa; and Michael W. Phillips, founder and President of Investors' Actuarial Services, LLC, Timonium, Maryland. Additionally, John A. Rife, retired President and Chief Executive Officer of United Fire & Casualty Company (1997 to 2007) and retired President of United Life Insurance Company (2000 to 2009), retired from the Board of Directors. Mr. Rife served on the Board of Directors from 1998 to 2015. In other official business, our shareholders approved an amendment to United Fire Group, Inc. s Articles of Incorporation to adopt majority voting in uncontested director elections, ratified the appointment of Ernst & Young LLP as the Company s independent registered public accounting firm for the 2015 fiscal year, and passed an advisory resolution approving the compensation of our named executive officers as described in the proxy statement. Promotions and New Officer Appointments The Company is pleased to announce the following promotions and officer appointments, effective May 20, 2015: Dawn M. Jaffray As announced on April 6, 2015, Dawn M. Jaffray was appointed Senior Vice President and Chief Financial Officer of United Fire Group, Inc. and its subsidiary companies. 1
Robert L. Rey Branch Manager, UFG Specialty Group, Robert L. Rey, was appointed Vice President of United Fire & Casualty Company. His new title will be Vice President, UFG Specialty Group. John L. Austin Underwriting Manager (Pennington, NJ Branch), John L. Austin, was appointed Assistant Vice President of United Fire & Casualty Company. His new title will be Assistant Vice President and Underwriting Manager. Robert F. Cataldo Senior Portfolio Manager, Robert F. Cataldo, was appointed Assistant Vice President of United Fire & Casualty Company. His new title will be Assistant Vice President and Senior Portfolio Manager. Miguel A. Diaz West Coast Marketing Manager, Miguel A. Diaz, was appointed Assistant Vice President of United Fire & Casualty Company. His new title will be Assistant Vice President and Marketing Manager. 2
Brandy M. Hoffmeier Denver Regional Claims Manager, Brandy M. Hoffmeier, was appointed Assistant Vice President of United Fire & Casualty Company. Her new title will be Assistant Vice President and Regional Claims Manager. Anita L. Novak Director of Investor Relations, Anita L. Novak, was appointed Assistant Vice President of United Fire & Casualty Company. Her new title will be Assistant Vice President and Director of Investor Relations. George J. Robben Loss Control/Audit Manager, George J. Robben, was appointed Assistant Vice President of United Fire & Casualty Company. His new title will be Assistant Vice President and Regional Loss Control/Audit Manager. or Midwest Regional Underwriting Manager, Anthony (Tony) G. Saylor, was appointed Assistant Vice President of United Fire & Casualty Company. His new title will be Assistant Vice President and Regional Underwriting Manager. ABOUT UNITED FIRE GROUP, INC. : Founded in 1946 as United Fire & Casualty Company, United Fire Group, Inc., through its insurance company subsidiaries, is engaged in the business of writing property and casualty insurance and life insurance, and selling annuities. Through our subsidiaries, we are licensed as a property and casualty insurer in 43 states, plus the District of Columbia, and we are represented by approximately 1,200 independent agencies. The United Fire pooled group is rated A (Excellent) by A.M. Best Company. 3
Our subsidiary, United Life Insurance Company, is licensed in 37 states, represented by approximately 1,000 independent agencies and rated an A- (Excellent) by A.M. Best Company. For more information about United Fire Group, Inc. visit www.unitedfiregroup.com. CONTACT: Anita Novak, Director of Investor Relations, 319-399-5251 or alnovak@unitedfiregroup.com 4