Unum Group
03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:38
Amendments to Bylaws (Form 8-K)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 4, 2026, the Board of Directors of Unum Group (the "Company") adopted amendments to the Company's Amended and Restated Bylaws (the "Bylaws").
The reference to "Chairman" was changed to "Chair" throughout the Bylaws. Article II, Section 1 of the Bylaws was amended to clarify that shareholders who participate in shareholder meetings remotely are counted as "in person" at the meeting for purposes of calculating votes. Article II, Section 5 of the Bylaws was amended to clarify that the denominator for counting shareholder votes only includes shares present at the meeting and entitled to vote on the specific matter. Article II, Section 6 of the Bylaws was amended to include a provision allowing the Board to determine prior to the shareholders meeting that a proposal/nomination was not properly brought. Article II, Section 6 of the Bylaws was amended to clarify that the provision of updated information in a shareholder proposal or about a director nominee does not necessarily cure prior deficiencies in the notice. Article II, Section 6 of the Bylaws was amended to add definitions for "business day" and "close of business." Article II, Section 6 of the Bylaws was amended to remove language regarding shareholder proposal rules promulgated under the Securities Act of 1934. Article III, Section 1 of the Bylaws was amended to remove language regarding submission of an offer of resignation by a director after a contested election. Article III, Section 2 of the Bylaws was amended to add language limiting the Company's right to require additional information about a director nominee to information needed to determine the nominee's eligibility. Article III, Section 12 of the Bylaws was amended to remove a provision regarding interested director transactions. Article V of the Bylaws was amended to remove certain formalities concerning uncertificated shares and lost share certificates. Article III, Section 6 and Article IV, Section 1 of the Bylaws were amended to remove references to obsolete technology. Article VIII of the Bylaws was amended to update the list of individuals eligible for indemnification. In addition, certain other technical and non-substantive amendments were made in various sections of the Bylaws.
The above description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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