SFG » Topics » 1. Election of Directors

This excerpt taken from the SFG DEF 14A filed Mar 25, 2009.

1.    Election of Directors

StanCorp’s business, property and affairs are managed under the direction of the Board of Directors. The Board is comprised of 12 directors divided into three equal classes, but the number of directors will be reduced to eleven effective at the Annual Meeting. Each of these classes serves a three-year term in office. At this Annual Meeting, shareholders will be requested to elect four Class I directors for a three-year term and one Class III Director for a two-year term. Class I currently consists of four directors, all of whom have agreed to stand for re-election. One Class III director, John Chapoton, will reach mandatory retirement age with the 2009 Annual Meeting. The Board and management thank Mr. Chapoton for his many years of dedicated service to the Company. Mary F. Sammons was first elected a director by the Board in December 2008 and is a nominee for re-election as a Class III director at the 2009 Annual Meeting. Ms. Sammons, Chairman and Chief Executive Officer of Rite Aid Corporation, was recommended as a candidate by one of our non-management directors and was chosen by the Board from among the pool of eligible candidates based on a thorough review of her skills, experience and expertise as described in “Corporate Governance – Director Nominations” below.

Votes may not be cast for a greater number of director nominees than five.

Board members of the Company also serve on the Board of Directors of our principal subsidiary, Standard Insurance Company. Our directors serve on the same board committees of Standard Insurance Company as they do for StanCorp.

The StanCorp Corporate Governance Guidelines include a majority vote standard for the election of directors whereby any nominee for director in an uncontested election as to whom a majority of shares are designated to be “withheld” from his or her election will promptly tender his or her resignation to the Nominating & Corporate Governance Committee. The Nominating & Corporate Governance Committee will recommend to the Board the action to be taken with respect to such offer of resignation.

 

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This excerpt taken from the SFG DEF 14A filed Apr 1, 2008.

1.    Election of Directors

StanCorp’s business, property and affairs are managed under the direction of the Board of Directors. The Board is comprised of 12 directors divided into three classes, but the number of directors will be reduced to eleven effective at the Annual Meeting. Each of these classes serves a three-year term in office. At this Annual Meeting, shareholders will be requested to elect three Class III directors for a three-year term. Class III currently consists of four directors, three of whom have agreed to stand for re-election.

Votes may not be cast for a greater number of director nominees than three.

Board members of the Company also serve on the Board of Directors of our principal subsidiary, Standard Insurance Company. Our directors serve on the same board committees of Standard Insurance Company as they do for StanCorp.

The StanCorp Corporate Governance Guidelines include a majority vote standard for the election of directors whereby any nominee for director in an uncontested election as to whom a majority of shares are designated to be “withheld” from his or her election will promptly tender his or her resignation to the Nominating & Corporate Governance Committee. The Nominating & Corporate Governance Committee will recommend to the Board the action to be taken with respect to such offer of resignation.

 

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This excerpt taken from the SFG DEF 14A filed Mar 23, 2007.

1.    Election of Directors

StanCorp’s business, property and affairs are managed under the direction of the Board of Directors. The Board is comprised of 12 directors divided into three equal classes. Each of these classes serves a three-year term in office. At this Annual Meeting, shareholders will be requested to elect four Class II directors for a three-year term. Class II currently consists of four directors, all of whom have agreed to stand for re-election.

Votes may not be cast for a greater number of director nominees than four.

Board members of the Company also serve on the Board of Directors of our principal subsidiary, Standard Insurance Company. Our directors serve on the same board committees of Standard Insurance Company as they do for StanCorp.

In February 2007, the Company implemented a majority vote standard for the election of directors whereby any nominee for director in an uncontested election as to whom a majority of shares are designated to be “withheld” from his or her election will promptly tender his or her resignation to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will recommend to the Board the action to be taken with respect to such offer of resignation.

 

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This excerpt taken from the SFG 8-K filed Feb 16, 2007.

1. Election of Directors

Directors are elected in classes to serve three year terms with the term of office of one class of Directors expiring at each annual meeting. Shareholders elect a class of Directors at each annual meeting and membership is apportioned such that all classes of Directors are nearly equal in size. Shareholders may propose nominees for consideration by the Nominating and Corporate Governance Committee by submitting names and supporting information to: Corporate Secretary, StanCorp Financial Group, Inc., P.O. Box 711, Portland, OR 97207. Shareholder nominations must be submitted in accordance with the timeframes and requirements published annually in the Company’s proxy statement.

Any nominee for Director in an uncontested election as to whom a majority of the shares of the Company that are cast in such election are designated to be “withheld” from or are voted “against” his or her election shall promptly tender his or her resignation to the Chair of the Nominating & Corporate Governance Committee. The Nominating & Corporate Governance Committee shall evaluate the best interests of the Company and its shareholders and shall recommend to the Board of Directors the action to be taken with respect to such tendered resignation. The Board shall act on a Director’s offer to resign within 100 days of the shareholder vote at issue, and any director who tenders his or her resignation shall not participate in consideration of the resignation by the Board or Committee.

This excerpt taken from the SFG DEF 14A filed Mar 24, 2006.

1.    Election of Directors

 

StanCorp’s business, property and affairs are managed under the direction of the Board of Directors. The Board is comprised of 12 directors divided into three equal classes. Each of these classes serves a three-year term in office. At this Annual Meeting, shareholders will be requested to elect four Class I directors for a three-year term. Class I currently consists of four directors, all of whom have agreed to stand for re-election.

 

Votes may not be cast for a greater number of director nominees than four.

 

Our Board also serves as the Board of Directors of our principal subsidiary, Standard Insurance Company. Our directors serve on the same board committees of Standard Insurance Company as they do for StanCorp.

 

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This excerpt taken from the SFG DEF 14A filed Mar 28, 2005.

1.    Election of Directors

 

Under Oregon law and pursuant to our Articles of Incorporation and Bylaws, StanCorp’s business, property and affairs are managed under the direction of the Board of Directors. Members of our Board are kept informed of our business through regular discussions with our President and Chief Executive Officer (“CEO”) and other officers, by reviewing materials provided, through reliance on qualified experts in professional disciplines retained at the discretion of the directors, and by participating in meetings of the Board and its committees.

 

The Board was comprised of 12 directors at the end of 2004. Our Board is divided into three classes of a nearly equal number of directors. Each class serves a three-year term in office. At this Annual Meeting, you will be requested to elect four Class III directors. Class III currently consists of four directors, all of whom have agreed to stand for re-election. Class III directors, if elected, may serve until the Annual Meeting of Shareholders in 2008.

 

One director, Richard Geary, will reach mandatory retirement age with the 2005 Annual Meeting. The Board and management thank Mr. Geary for his many years of dedicated service to the Company. The Board has adopted a resolution reducing the size of the Board to 11 members effective as of the Annual Meeting. Votes may not be cast for a greater number of director nominees than four.

 

Our Board also serves as the Board of Directors of our principal subsidiary, Standard Insurance Company. Unless otherwise noted in the biographical information below, our directors serve on the same board committees of Standard Insurance Company as they do for StanCorp.

 

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