Assurant 2005 Annual Report Download

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FORM DEF 14A
ASSURANT INC
(Proxy Statement (definitive))
Filed 4/26/2005 For Period Ending 6/2/2005
CIK 0001267238
Industry Insurance (Accident & Health)
Sector Financial
Fiscal Year 12/31

Table of contents

  • Page 1
    ASSURANT INC FORM DEF 14A (Proxy Statement (definitive)) Filed 4/26/2005 For Period Ending 6/2/2005 CIK Industry Sector Fiscal Year 0001267238 Insurance (Accident & Health) Financial 12/31

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  • Page 3
    ... each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how...

  • Page 4
    ... with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its...

  • Page 5
    ... be held on June 2, 2005 at 9:30 a.m. at the Bull Run Conference Center located at 52 William Street, 2 nd Floor, New York, NY 10005. The formal notice and proxy statement for this meeting are attached to this letter. We hope you attend the Annual Meeting. Even if you currently plan to attend the...

  • Page 6
    ...and consideration of the proposals listed above. By Order of the Board of Directors Katherine Greenzang Senior Vice President, General Counsel and Secretary April 27, 2005 EACH VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY CARD AND MAIL IT IN THE ENCLOSED...

  • Page 7
    ...INC. One Chase Manhattan Plaza 41 st Floor New York, NY 10005 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS To Be Held June 2, 2005 This Proxy Statement is furnished to stockholders of Assurant, Inc. (which we sometimes refer to in this proxy statement as "Assurant" or the "Company") in connection...

  • Page 8
    in voting power of the stock present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting. Abstentions are not considered "votes cast," so they will be disregarded when calculating the votes cast for and against Proposal One, and therefore, will have no legal ...

  • Page 9
    ... returns (stock price increase plus dividends) on our Common Stock from the date of our initial public offering on February 4, 2004 through December 31, 2004 with the total stockholder returns for the S&P 400 Midcap Index, as the broad equity market index, and the S&P 400 Multi-Line Insurance...

  • Page 10
    ....31 97.28 99.57 109.24 107.80 MONTHLY RETURN PERCENTAGE Months Ending Company/Index Feb 04 Mar 04 Apr 04 May 04 Jun 04 Jul 04 Aug 04 Sep 04 Oct 04 Nov 04 Dec 04 ASSURANT, INC S&P 400 MIDCAP INDEX S&P 400 MULTI-LINE INSURANCE INDEX 17.00 1.80 3.65 (2.29) 0.42 (1.45) (3.14...

  • Page 11
    ...and Chief Executive Officer of Assurant Employee Benefits. Mr. Pollock began his career as an actuary at CUNA Mutual Insurance Group in 1974. He then joined the Company as a staff actuary at Assurant Employee Benefits in 1981. In July 1992, Mr. Pollock was appointed Senior Vice President, Group Life...

  • Page 12
    ... American Bankers Insurance Group in 1990 as Vice President of Information Systems. At the time of the Company's acquisition of American Bankers, he was Executive Vice President, Investor Relations, with responsibility for legal and regulatory affairs, marketing services, licensing, state filings...

  • Page 13
    ...has been our Senior Vice President, Public Affairs/ Government Relations since July 2001. Prior to his current position, Mr. Harper held a number of senior management positions including Chief Operating Officer and Chief Financial Officer of American Security Group (now Assurant Solutions) from 1998...

  • Page 14
    ... Senior Audit Manager. Miles B. Yakre, Senior Vice President, Corporate Actuary and Treasurer. Mr. Yakre has been Senior Vice President, Corporate Actuary and Treasurer of Assurant, Inc. since January 2005. Mr. Yakre joined Assurant Health's John Alden Life Insurance Company as an Associate Actuary...

  • Page 15
    ... broker-dealer services. We have also provided various insurance products to entities we believe to be affiliated with JP Morgan Chase & Co. In addition, since 1994, Assurant has leased office space at One Chase Manhattan Plaza, 41 st Floor, New York, NY 10005 from The Chase Manhattan Bank (National...

  • Page 16
    SECURITY OWNERSHIP OF MANAGEMENT The following table provides information concerning the beneficial ownership of Common Stock by each director nominee, including Assurant's Chief Executive Officer, each of Assurant's other four most highly compensated executive officers, whom we refer to in this ...

  • Page 17
    ... Other Annual Compensation(1) ($) Restricted Stock Awards(2) ($) Securities Underlying Options(3) (#) LTIP Payouts(4) ($) All Other Compensation(5) ($) Payouts Year Salary ($) Bonus ($) J. Kerry Clayton President and Chief Executive Officer Robert B. Pollock Executive Vice President and Chief...

  • Page 18
    ...: Estimated Future Payouts Under Non-Stock Price-Based Plans Target(1)($) Name Number of Shares, Units or Other Rights (#) Performance or Other Period Until Maturation or Payout J. Kerry Clayton Robert B. Pollock Lucinda Landreth(3) Philip Bruce Camacho Lesley Silvester (1) 124,136(2) 89,378...

  • Page 19
    ... under the Assurant Appreciation Incentive Rights Plan. Pension Plans The Company maintains two executive defined benefit pension plans, each of which is inter-related with our broad-based, tax-qualified, defined benefit pension plan. These plans, the Supplemental Executive Retirement Plan and the...

  • Page 20
    ... under the pension portion of the Executive Pension and 401(k) Plan, described below, and Social Security benefits. If the SERP benefit commences at age 60 or later, the target benefit, expressed as a single life annuity, is 50% of the employee's base pay plus target short-term incentive bonus, each...

  • Page 21
    ... Plan, which is a tax-qualified, defined benefit pension plan subject to regulation under ERISA. Eligible employees generally may participate in the Plan after completing one year of service with the Company. The Assurant Pension Plan provides for multiple benefit formulas for different groups...

  • Page 22
    ... of the change in control. These agreements also provide additional rights including, but not limited to, outplacement services, legal fee reimbursement and reimbursement for any excise tax imposed on the employee by section 4999 of the U.S. tax code. American Bankers Insurance Group has a severance...

  • Page 23
    ... administering the Company's executive incentive programs and establishing the compensation for the Chief Executive Officer. This report summarizes the Committee's compensation policies governing compensation to executive officers, the relationship of corporate performance to that compensation, and...

  • Page 24
    ...long-term compensation reported by peer companies in the insurance and financial services industry. Shares of restricted stock issued to executives in 2004 are scheduled to vest in three annual installments, subject to acceleration upon the death or disability of the executive, or the termination of...

  • Page 25
    ... tax code, which generally limits the compensation that may be taken into account under a tax-qualified pension plan to no more than $205,000 in 2004 (subject to cost of living adjustments). The Company makes an annual contribution to executives participating the Executive Pension and 401(k) Plan...

  • Page 26
    ... of the Assurant Executive Pension and 401(k) Plan. Section 162(m) of the Internal Revenue Code Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation over $1,000,000 paid for any fiscal year to the Company's Chief Executive Officer and...

  • Page 27
    ... and Gilbert Mittler, are directors, officers and employees of the Fortis Group, which refers to the group of companies, including Fortis, jointly owned and/or controlled either directly or indirectly by Fortis SA/ NV, a public company with limited liability incorporated as a naamloze vennootschap...

  • Page 28
    ... any Fortis regulatory or other governmental filing relating to information about us provided by us to Fortis for use in the filing and which is or would be required to be included in any filing by us. SERP Guarantee Our SERP program provides that if the payments to a participant or beneficiary will...

  • Page 29
    ...one of our directors, retired as the Chief Executive Officer of the Company. In connection with his retirement, Mr. Freedman entered into a Consulting, Non-Compete and Payments Agreement with us and Fortis pursuant to which he agreed to (1) perform consulting services for the Company for a period of...

  • Page 30
    ... were satisfied except that Mr. Sondej filed a late Form 3 reporting his initial ownership of Assurant Common Stock and equity securities, and Mr. Clayton, Mr. Pollock, Ms. Silvester and Mr. Haertel filed late Form 4's with regard to a dividend reinvestment in their Executive 401(k) plans. 24

  • Page 31
    ..., by accessing the "Corporate Governance" subsection of the "Investor Relations" section of our website located at www.assurant.com , or by writing to our Corporate Secretary at Assurant, Inc., One Chase Manhattan Plaza, 41 st Floor, New York, New York, 10005. The charters of the Board's committees...

  • Page 32
    ..., executive officer, or occupant of a similar position in an organization, any consulting, advisory or other compensatory fees from Assurant. This excludes (a) fees for services as a director or committee member, or (b) fixed amounts of compensation received as compensation under a retirement plan...

  • Page 33
    ... contact the presiding director and the other non-management members of the Board of Directors you may write to: Dr. John M. Palms, Chairman of the Board, c/o the Legal Department, Assurant, Inc., One Chase Manhattan Plaza, 41 st Floor, New York, NY 10005 or submit your question or concern via email...

  • Page 34
    ... "Investor Relations" section of our website located at www.assurant.com , or by writing to our Corporate Secretary at Assurant, Inc., One Chase Manhattan Plaza, 41 st Fl., New York, NY 10005. We intend to post any amendments to or waivers from our code of ethics that apply to our executive officers...

  • Page 35
    ... of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee also are available on our website at www.assurant.com . Director Compensation The Assurant Directors Compensation Plan provides for payment of an annual retainer to non- management directors of...

  • Page 36
    ... of the Company or any of its subsidiaries or affiliates, or of Fortis or any of its subsidiaries or affiliates, and directors who are designated by Fortis to serve as directors, are not eligible to participate in the Directors Compensation Plan or to receive payment for service as a director. 30

  • Page 37
    ... Public Accounting Firm (2) to review and advise the Board of Directors on other matters at their request and (3) to prepare this report. The Board of Directors has determined that all three members of the Audit Committee are independent as that term is used in Rule 10A-3(b)(1) of the Securities...

  • Page 38
    ... years ended December 31, 2004 and 2003 was for employee benefit audits, due diligence services, advisory services related to the Sarbanes-Oxley Act and procedures performed and reported under SAS 70. The nature of the services comprising Tax Fees for the years ended December 31, 2004 and 2003 was...

  • Page 39
    ...of Mutual Benefit Life. He also served as Senior Vice President, Finance of the Company from 1981 to 1985. From 1970 to 1980, Mr. Clayton held various positions with American Security Group, now Assurant Solutions, which was acquired by the Company in 1980. Dr. Robert J. Blendon, Sc.D., Director. Dr...

  • Page 40
    ... II and their term as a director of Assurant will expire in 2006: H. Carroll Mackin, Director. Mr. Mackin, age 64, is the former Executive Vice President and Treasurer of the Company, where he served from 1980 until his retirement in 1997. Mr. Mackin has been a member of our Board of Directors since...

  • Page 41
    ... Internal Revenue Service's Office of the Chief Counsel. Mr. Freedman served as Vice President of D.H. Magid & Co. from 1967 to 1970. From there, he served as Vice President of Irving Trust Company (now Bank of New York). In 1975, Mr. Freedman became Executive Vice President and Treasurer of Lewis...

  • Page 42
    ... on this proposal at the Annual Meeting is required for ratification. The Board of Directors recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as Assurant's Independent Registered Public Accounting Firm for the year ending December 31, 2005. Proxies solicited by the...

  • Page 43
    ... 2004 as filed with the SEC, without the accompanying exhibits, by writing to Investor Relations, Assurant, Inc., One Chase Manhattan Plaza, 41 st Floor, New York, New York 10005. Copies of our Annual Report on Form 10-K are also available, without charge, from our Investor Relations website at http...

  • Page 44
    ... who receives, or whose immediate family member receives, more than $100,000 per year in direct compensation from the listed corporation, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any...

  • Page 45
    ... of the mandatory retirement policy and the evaluation of director performance, the Board does not believe that term limits are necessary. Term limits could deprive the Board of the contribution of directors who, over time, have developed increasing insight into the corporation and its operation...

  • Page 46
    ... for each executive session. If the Chairman of the Board is an independent director, then the Chairman shall serve as presiding director. In order that interested parties may be able to make their concerns known to the non-management directors, the corporation shall post a statement on its web site...

  • Page 47
    ... from the corporation and/or the Assurant Foundation, such director will report such contributions to the Nominating and Corporate Governance Committee. Contributions made under the corporation's charitable gift matching program are excluded from such reporting requirement. The Board shall review...

  • Page 48
    ...the event of an emergency or the retirement of the CEO. The Board, with the assistance of the Nominating and Corporate Governance Committee, shall review annually with the CEO management succession planning and development. The CEO shall communicate to the Board from time to time the CEO's successor...

  • Page 49
    ...when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers that may require it, provided that in no case shall the Executive...

  • Page 50
    ... by-laws in order to provide for a different Board size than may be set forth therein. C. Positions on Boards of Other Corporations Directors should notify the Board before accepting a seat on the Board of another business corporation, in order to avoid potential conflicts of interest as well as to...

  • Page 51
    ... of the New York Stock Exchange, Inc., the Sarbanes-Oxley Act of 2002, and any rules or regulations promulgated by the SEC pursuant thereto. No member of the Committee may serve on the audit committees of more than three public companies, including the Company, unless the Board (i) determines that...

  • Page 52
    ... the annual proxy statements; All members should have a working familiarity with basic finance and accounting practices (or acquire such familiarity within a reasonable period after his or her appointment) and at least one member must be an "audit committee financial expert" as such term is defined...

  • Page 53
    retain outside legal, accounting or other advisors for this purpose, including the authority to approve the fees payable to such advisors and any other terms of retention; The Committee shall be given full access to the Company's internal audit group, Board, corporate executives and independent ...

  • Page 54
    ... discuss with management and the independent auditors the Company's earnings press releases (paying particular attention to the use of any "pro forma" or "adjusted" non-GAAP information), as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee...

  • Page 55
    ... management responds to recommendations by the internal auditors. Independent Auditors 1. Retain and terminate independent auditors and approve all audit engagement fees and terms; 2. Inform each registered public accounting firm performing work for the Company that such firm shall report directly...

  • Page 56
    ... make such report Other Responsibilities 1. Perform other activities related to this charter as requested by the Board; 2. If necessary, institute special investigations and, if appropriate, hire special counsel or experts to assist; 3. Review and update the charter annually, recommend to the Board...

  • Page 57
    ...the responsibilities of the Board of Directors to the stockholders, potential stockholders and investment community with respect to the corporation's compensation programs and compensation of the corporation's executives; and B. Produce an annual report on executive compensation for inclusion in the...

  • Page 58
    ... independent directors (as directed by the Board of Directors), review and approve the annual salary, bonus, stock options and other benefits, direct and indirect, of the CEO and other executive officers. 4. Monitor the effectiveness of the compensation plans in terms of supporting both the company...

  • Page 59
    ... related to executive and corporate performance. 6. Establish and periodically review policies in the area of senior management perquisites. 7. Consider policies and procedures pertaining to expense accounts of senior executives. 8. Review and make recommendations to the full Board of Directors...

  • Page 60
    ... the corporate governance of the corporation. II. STRUCTURE AND OPERATIONS Composition and Qualifications The Committee shall be comprised of three or more members of the Board of Directors. Within the time period required by the New York Stock Exchange, Inc. (the "NYSE") for companies listing in...

  • Page 61
    .... Consider matters relating to the retirement of Board members, including term limits or age caps. In the case of a director nominated to fill a vacancy on the Board of Directors due to an increase in the size of the Board, recommend to the Board of Directors the class of directors in which the...

  • Page 62
    ... of the corporation, including sole authority to approve the fees payable to such search firm and any other terms of retention. 5. Consider questions of independence and possible conflicts of interest of members of the Board of Directors and executive officers. 6. Review and make recommendations, as...

  • Page 63
    ... its implementation by the management of the Company, and make recommendations to the Board of Directors regarding the Company's efforts to promote diversity among directors, officers, employees and contractors. Reports 1. Report regularly to the Board of Directors (i) following meetings of the...

  • Page 64
    ... Palms PhD., D. Sc. 02 J. Kerry Clayton 03 Dr. Robert J. Blendon 04 Beth L. Bronner Withheld for the nominees you list below: (Write that nominee's name in the space provided below.) ITEM 2- APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM I PLAN TO ATTEND...

  • Page 65
    PROXY ASSURANT, INC. Annual Meeting of Stockholders - June 2, 2005 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY The undersigned hereby appoints Robert B. Pollock and Lesley G. Silvester, and each of them, with power to act without the other and with power of substitution, as ...