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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 7, 2024 
Kemper Corporation
(Exact name of registrant as specified in its charter)
 
Commission File Number: 001-18298
 
DE 95-4255452
(State or other jurisdiction
of incorporation)		 (IRS Employer
Identification No.)
200 E. Randolph Street, Suite 3300, Chicago, IL 60601
(Address of principal executive offices, including zip code)
312-661-4600
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2.below):
☐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 Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.10 per shareKMPRNYSE
5.875% Fixed-Rate Reset Junior Subordinated Debentures due 2062KMPBNYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.    ¨


Section 2 – Financial Information
Item 2.02.
Results of Operations and Financial Conditions.
On February 7, 2024, the Board of Directors (“Board”) of Kemper Corporation (“Company”) elected Suzet M. McKinney to the Board and appointed her to the Risk and Compensation Committees of the Board, in each case effective as of February 7, 2024.
Dr. McKinney will participate in the Company's non-employee director compensation program and is entitled to receive an indemnification agreement from the Company, the terms of which are described in the Director Compensation section of the Company's Proxy Statement for the 2023 Annual Meeting of Shareholders on file with the Securities and Exchange Commission (“SEC”).
There are no arrangements or understandings with Dr. McKinney pursuant to which she was selected as a director of the Company and there are no transactions involving Dr. McKinney or any of her immediate family members that are subject to disclosure by the Company under Item 404(a) of SEC Regulation S-K.
In addition, on February 7, 2024, Christopher B. Sarofim notified the Board that he will not stand for re-election at Kemper’s 2024 Annual Meeting of Shareholders. He will continue to serve as a director until the date of the Company’s Annual Meeting.
A copy of the press release announcing both Dr. McKinney’s election and Mr. Sarofim’s decision to not stand for re-election is attached as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number
Exhibit Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



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.
 
  Kemper Corporation
Date:February 7, 2024
/s/    C. Thomas Evans, Jr.
 
C. Thomas Evans, Jr.
 
Executive Vice President, Secretary and General Counsel


Exhibit 99.1
kemperlogocolorwebfinala05a.jpg
Kemper Corporation
200 East Randolph Street
Suite 3300
Chicago, IL 60601
kemper.com

Press Release
Kemper Names Dr. Suzet McKinney of Sterling Bay to Board of Directors
Announces Retirement of Director Christopher Sarofim

CHICAGO, February 7, 2024 — Kemper Corporation (NYSE: KMPR) announced that its Board of Directors has elected Dr. Suzet M. McKinney as a Director, effective February 7. The Board also announced that Christopher B. Sarofim has informed the Board of his intention to retire as a director at the end of his current term, expiring May 1, 2024.

As Principal and Director of Life Sciences for Sterling Bay, the national real estate investment and development firm, McKinney oversees relationships with the scientific, academic, corporate, tech, and governmental sectors involved in the life sciences ecosystem. She also leads the strategy to expand Sterling Bay’s footprint in life sciences nationwide. Prior to Sterling Bay, she held a number of senior leadership roles in public health and policy administration. McKinney also serves on numerous boards and advisory committees, including the Board of Directors for Wintrust Financial Corporation. McKinney holds a Doctorate from the University of Illinois at Chicago School of Public Health, a Master of Public Health with certificates in Managed Care and Health Care Administration from Benedictine University, and a Bachelor of Arts in Biology from Brandeis University.

“We’re pleased to welcome Suzet to our board,” said Joseph P. Lacher, Jr., President, CEO and Chairman of Kemper’s Board of Directors. “Her leadership of large organizations, business experience, strategic execution, and deep familiarity with the Chicago business community make her an excellent addition to Kemper’s board, and we look forward to the benefits of her perspective and contributions.”

“It’s an exciting time for Kemper as they move forward and I’m pleased to join the board to help advance the strategic priorities of the company,” said McKinney. “I believe in Kemper’s commitment to serve the underserved and look forward to working with my fellow board members and the talented senior leadership team in support of that mission.”

Sarofim was elected to Kemper’s Board in May 2013, and has served on the Board’s Investment Committee. He currently serves as Chairman of Fayez, Sarofim & Co., a leader in the financial services and investment management industry. His community and charitable commitments include serving on the Board of Trustees for The Brown Foundation and Baylor College of Medicine, a member of the Advisory Committee for MD Anderson Cancer Center, and as the Chairman of the Board of Trustees of the Sarofim Foundation.

“Kemper has been very fortunate to have Chris’s leadership on our Board for nearly 11 years, and we thank him for his dedicated service and outstanding contributions,” said Lacher. “His investment management expertise has been of great value to the Board, and his financial market and investment banking experience has been beneficial to the Board. He’s been a highly effective director, and we extend our gratitude and best wishes to Chris and his family.”

“It’s been an honor serving on Kemper’s board over the last 11 years, and I couldn’t be prouder of what we’ve accomplished,” Sarofim said. “I leave with the utmost confidence in both the leadership team and the company’s prospects for the future, and know the outstanding Board and management will continue to successfully execute on Kemper’s strategic intent.”

About Kemper
The Kemper family of companies is one of the nation's leading specialized insurers. With approximately $13 billion in assets, Kemper is improving the world of insurance by providing affordable and easy-to-use personalized solutions to individuals, families and businesses through its Kemper Auto and Kemper Life brands. Kemper serves


 

over 4.9 million policies, is represented by 23,700 agents and brokers, and has 8,100 associates dedicated to meeting the ever-changing needs of its customers. Learn more about Kemper.

Contacts
News Media: Barbara Ciesemier, 312.661.4521, bciesemier@kemper.com
Investors: Karen Guerra, 312.661.4930, investors@kemper.com

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Feb. 07, 2024
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