FBL FINANCIAL GROUP INC : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders

On May 21, 2021, FBL Financial Group, Inc., an Iowa corporation (the "Company" or "FBL Financial Group") reconvened a special meeting of shareholders (the "Special Meeting") to vote on the adoption of the previously disclosed Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement") by and among the Company, Farm Bureau Property & Casualty Insurance Company ("FBPCIC") and 5400 Merger Sub, Inc. ("Merger Sub") pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation (the "Merger"). The Special Meeting was previously adjourned from its originally scheduled date of April 29, 2021. The Company's shareholders of record as of the close of business on March 11, 2021 were entitled to vote at the reconvened Special Meeting.

Proposal 1: Adoption of the Merger Agreement. At the Special Meeting, the Company's shareholders voted upon and approved by the requisite vote a proposal to approve the Merger Agreement. The approval of the Merger Agreement required the affirmative vote of (i) holders of at least a majority of all outstanding shares of Class A common stock and Series B preferred stock, voting together as a single class, (ii) holders of at least a majority of all outstanding shares of Class B common stock and (iii) holders of at least a majority of all outstanding shares of Class A common stock and Class B common stock (together, the "Common Shares") held by all of the holders of outstanding common shares excluding the Iowa Farm Bureau Federation and its affiliates ("IFBF"), FBPCIC and its affiliates, and the directors and officers of IFBF, FBPCIC and their affiliates (the "Unaffiliated Shareholder Vote").

The voting results with respect to the shares of Class A common stock and Series B preferred stock, voting as a single class, were as follows:

   For       Against   Abstain   Broker Non-Votes
31,850,260   806,415   14,080           0




The voting results with respect to the shares of Class B common stock were as
follows:



 For     Against   Abstain   Broker Non-Votes
10,647     254        0             0




The voting results with respect to the Unaffiliated Shareholder Vote were as
follows:



   For      Against   Abstain   Broker Non-Votes
6,900,588   806,669   14,080           0

Proposal 2: Non-Binding Compensation Advisory Proposal. At the Special Meeting, the Company's shareholders voted upon and approved by the requisite vote a proposal to approve, on an advisory, non-binding basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger.

The voting results with respect to the shares of Class A common stock and Series B preferred stock, voting as a single class, were as follows:

   For       Against   Abstain   Broker Non-Votes
32,092,194   552,682   25,876           0

The voting results with respect to the shares of Class B common stock were as follows:

 For     Against   Abstain   Broker Non-Votes
10,647     254        0             0

A third proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies, was not needed.

Item 8.01 Other Events

On May 21, 2021, the Company issued a press release announcing the results of the Special Meeting and the parties' intent to consummate the Merger on May 25, 2021. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.



Exhibit No. Description
  99.1        Press Release dated May 21, 2021.
104         Cover page Interactive Data File formatted as iXBRL (Inline
            eXtensible Business Reporting Language)

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