10 nominees · 5 ballot items.
Election of 10 directors; Ratification of PwC as independent auditors; Advisory (say-on-pay) vote to approve 2025 NEO compensation; Approval to amend 2017 long term equity incentive plan to add 480,000 shares; Stockholder proposal by John Chevedden on shareholder right to act by written consent.
Elect ten directors named in the proxy to serve until the 2027 Annual Meeting.
Ratify PricewaterhouseCoopers LLP as Assurant’s independent registered public accounting firm for fiscal year 2026.
Non-binding advisory vote (say-on-pay) to approve the Company’s 2025 NEO compensation disclosed in the proxy.
Approve an amendment to the 2017 long term equity incentive plan to increase the share reserve by 480,000 common shares.
Stockholder proposal requesting the Board to permit shareholder action by written consent without unnecessary restrictions and allow shareholders to initiate topics for written consent.
The proponent, John Chevedden, requests the Board to enable shareholder action by written consent by shareholders holding the minimum votes required to authorize actions at a fully-attended meeting, arguing Assurant’s 25% special meeting threshold is too high and written consent would provide a timely mechanism to address underperformance and governance concerns. Management opposes on governance and practical grounds, pointing to the adoption of a 25% special meeting right, robust engagement, and risks that written consents could disenfranchise other shareholders or enable minority agendas; management also cites prevailing S&P 500 practice of not permitting written consent or requiring unanimity. Company-specific context includes recent operational and financial challenges in 2025 (catastrophes, investment income, FX headwinds) that the proponent cites as justification for the change, while the Board emphasizes its prior engagement and adjustments like the special meeting right as balancing stockholder access and governance stability.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 6.60% | 3,272,043 | $713M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.55% | 3,243,504 | $706M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.07% | 3,008,137 | $655M |
| 4 | STATE STREET CORP | 5.11% | 2,531,416 | $551M |
| 5 | Bank of New York Mellon Corp | 3.59% | 1,776,747 | $387M |
| 6 | Bank of New York Mellon Corp | 3.41% | 1,688,473 | $368M |
| 7 | BlackRock, Inc. | 3.24% | 1,603,282 | $349M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.51% | 1,243,604 | $270M |
| 9 | BlackRock, Inc. | 2.23% | 1,105,428 | $241M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.16% | 1,072,019 | $233M |
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