Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on May 3, 2023, upon approval by the shareholders at the 2023 Annual Meeting of Shareholders of Kemper Corporation ("Company"), the Company adopted the Kemper Corporation 2023 Omnibus Plan ("2023 Plan"). A description of the material terms of the 2023 Plan is set forth under the heading "Summary Description of the 2023 Plan" in the Company's proxy statement (the "Proxy Statement") filed with the Securities and Exchange Commission on March 22, 2023, which description is hereby incorporated into this Item 5.02 by reference. The text of the 2023 Plan is set forth in Appendix A to the Proxy Statement, which text is hereby incorporated into this Item 5.02 by reference. The 2023 Plan is also incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.

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

The Annual Meeting of Shareholders of the Company was held on Wednesday, May 3, 2023 to vote on five (5) proposals, for which the final vote results are set forth below.

Proposal 1: Election of Directors.



Shareholders elected each of the eleven (11) nominees for director. Vote results
were as follows:

Nominees                 For               Against        Abstain        Broker Non-Votes
Teresa A. Canida         49,682,032        4,211,727      58,337         5,786,526
George N. Cochran        49,354,376        4,520,582      77,138         5,786,526
Kathleen M. Cronin       45,277,261        8,611,165      63,670         5,786,526
Jason N. Gorevic         49,292,012        4,581,879      78,205         5,786,526
Lacy M. Johnson          47,652,004        6,239,910      60,182         5,786,526
Joseph P. Lacher, Jr.    48,833,021        5,046,004      73,071         5,786,526
Gerald Laderman          49,654,814        4,217,993      79,289         5,786,526
Alberto J. Paracchini    53,611,351        275,817        64,928         5,786,526
Stuart B. Parker         49,222,803        4,651,053      78,240         5,786,526
Christopher B. Sarofim   49,684,253        4,190,766      77,077         5,786,526
Susan D. Whiting         47,608,625        6,284,627      58,844         5,786,526

Proposal 2: Advisory vote to approve the compensation of the Company's Named Executive Officers.

A majority of shareholders voted, on an advisory basis, to approve the compensation of the Company's Named Executive Officers. Vote results were as follows:



For               Against         Abstain        Broker Non-Votes
37,791,750        16,050,786      109,560        5,786,526

Proposal 3: Vote to approve the Company's 2023 Omnibus Plan.



A majority of shareholders voted in favor of the Company's 2023 Omnibus Plan.
Vote results were as follows:

For               Against        Abstain        Broker Non-Votes
52,845,626        1,043,198      63,272         5,786,526

Proposal 4: Advisory vote to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2023.

A majority of shareholders voted, on an advisory basis, to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2023. Vote results were as follows:



For               Against        Abstain
58,721,580        924,862        92,180

--------------------------------------------------------------------------------

Proposal 5: Advisory vote to approve the frequency of future advisory votes on the compensation of the Company's Named Executive Officers.

A majority of shareholders voted, on an advisory basis, to approve the one-year frequency of future advisory votes on the compensation of the Company's Named Executive Officers. Vote results were as follows:



1 Year          2 Years        3 Years        Abstain        Broker Non-Votes
50,717,230      49,029         3,120,867      64,970         5,786,526

In accordance with the vote of a majority of shareholders, the Company has decided on an annual frequency for future advisory votes on the compensation of the Company's Named Executive Officers until the next vote on the frequency of such future advisory votes.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits


Exhibit Number        Exhibit Description
10.1                  Kemper Corporation 2023 Omnibus Plan (incorporated by reference from Appendix
                      A to the Proxy Statement filed on March 23, 2023)
104                   Cover Page Interactive Data File (the cover page XBRL tags are embedded within
                      the Inline XBRL document).

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