UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) ofthe Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a party other than the Registrant
..
Check the appropriate box:
.. PreliminaryProxy Statement
.. Confidential,for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
.. Definitive Proxy Statement
x DefinitiveAdditional Materials
.. SolicitingMaterials under (s) 240.14a-12
UNITED FIRE GROUP, INC.
(Name of registrant as specified in its charter)
Payment of Filing Fee (Check all boxes that apply):
x No fee required.
.. Fee paid previously with preliminary materials.
.. Fee computed on table in exhibit required by Item 25(b) perExchange Act Rules 14a-6(i)(1) and 0-11.
UNITED FIRE GROUP, INC.
SUPPLEMENT TO THE PROXY STATEMENT FOR THE ANNUALMEETING OF SHAREHOLDERS TO BE
HELD ON MAY 15, 2024
May 1, 2024
On behalf of the Board of Directors of UnitedFire Group, Inc. (the "Company,"
"we," "us," or "our"), we are writing to provideadditional information to
supplement the information contained in our Proxy Statement for the upcoming
2024 Annual Meeting of Shareholdersto be held on May 15, 2024 (the "Annual
Meeting") filed with the Securities and Exchange Commission on April 2,2024
("Proxy Statement"). Specifically, we would like to provide clarification
around the compensation package for Julie Stephenson,our Executive Vice
President and Chief Operating Officer.
The Company was recently informed by InstitutionalShareholder Services ("ISS")
that Proposal 3, the proposal to approve, on an advisory basis, the
compensation of the Company'snamed executive officers (the "Say-On-Pay
Advisory Vote"), received an unfavorable recommendation due to concerns with
bonusesincluded in Julie Stephenson's compensation package being classified as
multi-year guaranteed bonuses. As further explained below,these bonuses were
strictly structured to mirror Ms. Stephenson's forgone compensation had she
stayed with her prior employer and to make her whole.
As previously disclosed by the Company,Ms. Stephenson's Executive Employment
Offer Letter (the "Offer Letter") included the following bonuses:$60,400 if
Ms. Stephenson remains Chief Operating Officer of the Company through March
31, 2025, and an additionalretention bonus in the gross amount of $240,000 if
she remains Chief Operating Officer of the Company through March 31,
2026(collectively, the "Retention Bonuses"). Ms. Stephenson's Retention
Bonuses were included in the Offer Letterto compensate her for the bonus she
forfeited upon separating from her prior employer and were structured to be
paid at the sametime the forfeited compensation would have been paid had she
remained with her prior employer.
The Compensation Committee is committed to structuring a compensation program
that allows usto attract, retain and motivate a talented executive team while
remaining aligned with the interests of our shareholders. While we
acknowledgethat bonuses such as the Retention Bonuses should be used in
extraordinary circumstances, we believe the Retention Bonuses were necessaryto
help us develop and institute the right executive team to lead the Company.
Voting and Meeting Information
If you have already returned your proxy card orvoted via the Internet or by
telephone and would like to change your vote on Proposal 3 or any other
matter, you may revoke your proxybefore it is voted at the Annual Meeting by:
. delivering written notice to our transfer agent, Computershare, P.O. Box 505000, Louisville, KY
40233-5000,or via overnight delivery to Computershare, 462 South 4th St. Ste 1600, Louisville, KY 40202;
. delivering written notice to the Corporate Secretary of United
Fire Group, Inc. at P.O. Box73909, Cedar Rapids, Iowa 52407-3909;
. executing and delivering
a later-dated proxy;
. voting again by telephone
or over the Internet;
. appearing and voting in person
at the Annual Meeting; or
. attending virtually and voting
during the Annual Meeting.
Attendance at the Annual Meeting, either in personor virtually, will not, by
itself, revoke a previously granted proxy. If you hold your shares in street
name, you may contact your broker,bank or other nominee for instructions as to
how to revoke or change your vote. If you would like a new proxy card, you
should contactthe Company's transfer agent, Computershare, at 1-800-736-3001.
This year'sAnnual Meeting will be held at our principal executive offices at
118 Second Avenue SE, Cedar Rapids, Iowa 52401 and virtually vialive audio
webcast. Shareholders will be able to attend the Annual Meeting, submit
questions and vote online by logging on to
https://meetnow.global/MZUWQ5V
usingtheir 15-digit control number provided with the Notice Regarding the
Availability of Proxy Materials or on the proxy card.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERSVOTE
FOR
PROPOSAL 3, THE SAY-ON-PAY ADVISORY VOTE.
{graphic omitted}
{graphic omitted}