SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: February 15, 2006
Assurant, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-31978
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39-1126612 |
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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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One Chase Manhattan Plaza, 41st Floor
New York, New York
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10005 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
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Registrant’s telephone number, including area code:
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(212) 859-7000 |
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N/A
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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| Item 1.01 |
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Entry Into a Material Definitive Agreement. |
On December 13, 2005, Assurant, Inc. (the “Company”) filed a Form 8-K with the Securities and
Exchange Commission setting forth the 2006 short term and long term incentive award targets that
the Compensation Committee (the “Committee”) of the Board of Directors had established for
executive officers.
On February 15, 2006, the Committee approved the performance criteria that will be used to
measure whether the 2006 incentive award targets were achieved. The Committee will determine the
final value of 2006 incentive awards based on the following factors and their respective weights:
(a) earnings per share, determined using net operating income, (for those in an Operating Segment
(“Segment”), net operating income of the Segment) — 25%; (b) return on equity, determined using
net operating income and estimated equity excluding accumulated other comprehensive income (for
those in a Segment, return on equity of the Segment) — 15%; (c) Company growth performance,
determined as a weighted average of the results of certain emphasized lines of business in each
Segment, measured with respect to a new sales measure and/or GAAP revenue (for those in a Segment,
growth performance of the Segment) — 40%; (d) compliance with Section 404 of the Sarbanes-Oxley
Act determined by standards relating to the amount of new deficiencies in 2006 and progress in
remediating previously identified deficiencies — 10%; and (e) general business compliance
determined based on the completion of various milestones and measures related to ongoing corporate
compliance and fraud deterrence activities (for those in a Segment, based on the achievement of
specific goals applicable to the particular compliance priorities of that Segment) — 10%. Net
operating income will be normalized for the effects of acquisitions, divestitures, changes in
accounting policies or principles and other significant events, and, for those in a Segment, for
the economic effect of the variance of plan versus actual allocated equity.
As
provided for in the Executive Management Incentive Plan,
the Compensation Committee may exercise discretion to increase or reduce the actual amounts
payable, regardless of the achievement of performance criteria previously established.
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.
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ASSURANT, INC. |
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Date: February 17, 2005
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By:
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/s/ Raj B. Dave |
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Name:
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Raj B. Dave |
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Title:
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Vice President and Assistant General Counsel |
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