Form 8-K





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 12, 2011



Assurant, Inc.

(Exact name of registrant as specified in its charter)



Commission File Number: 001-31978


DE   39-1126612
(State or other jurisdiction
of incorporation)

(IRS Employer

Identification No.)

One Chase Manhattan Plaza, 41st Floor

New York, New York 10005

(Address of principal executive offices, including zip code)

(212) 859-7000

(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:


¨ 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 13, 2011, the Board of Directors of Assurant, Inc. (the “Company”) approved amendments to the Amended and Restated By-laws of the Company (the “By-laws”), effective immediately, to make certain technical and conforming changes and clarifications to Articles I and II of the By-laws (including deleting an obsolete reference to the Company’s first annual meeting of stockholders as a public company and clarifying the treatment of abstentions under the Company’s existing majority voting standard in uncontested elections of directors) and to add a new Article XI to the By-laws to include a forum selection provision for stockholder derivative lawsuits and certain other actions. Article XI further provides that any person acquiring any interest in the shares of capital stock of the Company is deemed to have notice of and to have consented to such forum selection provision.

The foregoing summary of amendments to the By-laws is qualified in its entirety by reference to the text of the By-laws, as amended, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.


Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 12, 2011. At the Annual Meeting, the Company’s stockholders (1) elected each of the nominees listed below to the Company’s Board of Directors to serve until the 2012 Annual Meeting of Stockholders or until their respective successors are elected and qualified, (2) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2011, (3) approved, by non-binding advisory vote, the 2010 compensation paid to the Company’s named executive officers and (4) selected, by non-binding advisory vote, an annual frequency for future non-binding advisory votes on compensation of the Company’s named executive officers.

The following is a summary of the votes cast, as well as the number of abstentions and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director.

Proposal 1: Election of Directors.



   Votes For      Votes Against      Abstentions      Broker Non-Votes  

Elaine D. Rosen

     79,420,980         1,950,944         12,915         3,103,583   

Howard L. Carver

     81,250,492         115,884         18,463         3,103,583   

Juan N. Cento

     79,249,999         2,120,913         13,927         3,103,583   

Lawrence V. Jackson

     79,591,762         1,726,637         66,440         3,103,583   

David B. Kelso

     81,200,241         165,478         19,120         3,103,583   

Charles J. Koch

     79,238,465         2,117,496         28,878         3,103,583   

H. Carroll Mackin

     80,423,123         936,751         24,965         3,103,583   

Robert B. Pollock

     81,256,788         113,114         14,937         3,103,583   

John A.C. Swainson

     78,013,080         3,312,042         59,717         3,103,583   

Proposal 2: Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2011.


Votes For


Votes Against




Broker Non-Votes


  1,043,097   18,262   0

Proposal 3: Non-binding Advisory Vote on the 2010 Compensation of the Company’s Named Executive Officers.


Votes For


Votes Against




Broker Non-Votes


  14,385,691   211,472   3,103,583

Proposal 4: Non-binding Advisory Vote Regarding the Frequency of Future Advisory Votes on Compensation of the Company’s Named Executive Officers.


Votes For One Year


Votes For Two Years


Votes For Three Years




Broker Non-Votes


  50,616   11,799,901   68,236   3,103,583


Item 9.01. Financial Statements and Exhibits.

Exhibit 3.1            Amended and Restated By-laws of the Company, effective as of May 13, 2011.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Assurant, Inc.


/S/    STEPHEN W. GAUSTER        

  Stephen W. Gauster

Senior Vice President, Chief Corporate Counsel and

Assistant Secretary

Date: May 17, 2011