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

As described under Item 5.07 below, at the Annual Meeting of Shareholders of Unum Group (the "Company") held on May 26, 2022 (the "Annual Meeting"), shareholders approved the Unum Group 2022 Stock Incentive Plan (the "2022 Plan"), which replaces the Unum Group Stock Incentive Plan of 2017 for purposes of future grants of long-term incentive awards. The 2022 Plan is intended to allow the Company to attract, retain and motivate officers, employees, directors and/or consultants and to provide the Company with a long-term incentive plan providing incentives directly linked to shareholder value. Awards under the 2022 Plan may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and other stock-based awards. The total number of shares of common stock that may be issued pursuant to awards under the 2022 Plan cannot exceed 6,750,000, as subject to adjustment as described in the Company's 2022 Proxy Statement filed with the Securities and Exchange Commission on April 14, 2022. A description of the terms and conditions of the 2022 Plan is set forth under "Summary of the 2022 Plan" on pages 104 through 109 of the Company's 2022 Proxy Statement, which description is incorporated herein by reference.

The foregoing summary of the 2022 Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the 2022 Plan filed as Exhibit 99.1 to the Company's Form S-8 filed on May 26, 2022, which is incorporated herein by reference.

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

The Company held its Annual Meeting on May 26, 2022. Matters submitted to shareholders at the Annual Meeting and voting results were as follows:




Item 1 - Election of Directors. Shareholders elected the twelve director
nominees listed below for one-year terms expiring in 2023, based upon the
following voting results:

Nominee                            For            Against        Abstain        Broker Non-Votes
Theodore H. Bunting, Jr.       157,558,122       2,611,491       142,537           17,723,567
Susan L. Cross                 159,227,323        951,050        133,777           17,723,567
Susan D. DeVore                159,244,176        936,514        131,460           17,723,567
Joseph J. Echevarria           155,990,492       4,179,866       141,792           17,723,567
Cynthia L. Egan                156,785,455       3,395,419       131,276           17,723,567
Kevin T. Kabat                 155,575,640       4,596,948       139,562           17,723,567
Timothy F. Keaney              159,082,398       1,090,340       139,412           17,723,567
Gale V. King                   159,768,235        409,434        134,481           17,723,567
Gloria C. Larson               156,603,608       3,575,542       133,000           17,723,567
Richard P. McKenney            159,831,973        339,291        140,886           17,723,567
Ronald P. O'Hanley             158,450,894       1,718,893       142,363           17,723,567
Francis J. Shammo              159,214,816        951,506        145,828           17,723,567

Item 2 - Advisory Vote to Approve Executive Compensation. Shareholders approved, on an advisory basis, the compensation of Unum Group's named executive officers, based upon the following voting results:



     For            Against        Abstain        Broker Non-Votes
 152,868,008       6,878,151       565,991           17,723,567

Item 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders ratified the appointment of Ernst & Young LLP as Unum Group's independent registered public accounting firm for 2022, based upon the following voting results:



     For            Against        Abstain        Broker Non-Votes
 173,397,739       4,457,836       180,142               0

Item 4 - Approval of the Unum Group 2022 Stock Incentive Plan. Shareholders approved the Unum Group 2022 Stock Incentive Plan, based upon the following voting results:



     For            Against        Abstain        Broker Non-Votes
 154,045,649       5,918,845       347,656           17,723,567

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