UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 2125, 2021

Commission File Number: 1-11917

FBL FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Iowa	42-1411715
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5400 University Avenue, West Des Moines, Iowa	50266-5997
(Address of principal executive offices)	(Zip Code)

(515) 225-5400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, without par value	FFG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On May 2125, 2021, ~~FBL~~Farm ~~Financial~~Bureau ~~Group,~~Property ~~Inc.~~& Casualty Insurance Company, an Iowa ~~corporation~~stock ~~(the~~property and casualty insurance company (“~~Company~~FBPCIC”) orcompleted “its previously-announced acquisition of the remaining shares of FBL Financial Group, Inc. (the “Company”) ~~reconvened~~not aowned ~~special~~by ~~meeting~~FBPCIC ofor ~~shareholders~~the (Iowa Farm Bureau Federation, an Iowa non-profit corporation and the Company’s controlling shareholder (“~~Special Meeting~~IFBF”), pursuant to ~~vote~~the onterms ~~the~~and ~~adoption~~conditions of the ~~previously disclosed~~ Agreement and Plan of Merger, dated as of January 11, 2021 (as amended, ~~supplemented~~by orAmendment ~~otherwise~~No. 1 thereto, ~~modified~~dated ~~from~~as ~~time~~of toMay ~~time~~3, 2021, the “Merger Agreement”), by and among the Company, ~~Farm Bureau Property & Casualty Insurance Company (“~~FBPCIC”) and 5400 Merger Sub, Inc., an Iowa corporation and wholly owned subsidiary of FBPCIC (“Merger Sub”). ~~pursuant~~Pursuant to ~~which~~the Merger ~~Sub~~Agreement, ~~will~~Merger beSub merged ~~with~~ with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (the “~~Merger~~Surviving Corporation”). ~~The~~in ~~Special~~the ~~Meeting~~Merger. ~~was~~Following ~~previously adjourned~~the ~~from~~effective ~~its~~time ~~originally~~of ~~scheduled~~the ~~date~~Merger of(the ~~April~~“Effective 29Time”), ~~2021.~~FBPCIC ~~The~~owns approximately ~~Company’s~~39% ~~shareholders~~of the common shares of ~~record~~the asSurviving Corporation and IFBF owns approximately 61% of the ~~close~~common shares of ~~business~~the Surviving onCorporation. ~~March~~In 11addition, ~~2021~~IFBF ~~were~~owns ~~entitled~~100% toof ~~vote~~the atSeries B Preferred Shares of the ~~reconvened~~Surviving ~~Special~~Corporation ~~Meeting~~and 100% of the Series C Preferred Shares of the Surviving Corporation.

~~Proposal~~At ~~1: Adoption of~~ the ~~Merger~~Effective ~~Agreement. At~~Time, ~~the~~each ~~Special~~share ~~Meeting,~~of the Company’s Class ~~shareholders~~A ~~voted~~common ~~upon~~stock, ~~and~~without ~~approved~~par byvalue, ~~the~~and ~~requisite~~Class ~~vote~~B acommon ~~proposal~~stock, towithout ~~approve~~par ~~the Merger~~value ~~Agreement.~~(together, ~~The~~“Common ~~approval~~Shares”) ofissued and ~~the~~outstanding ~~Merger~~immediately ~~Agreement~~prior ~~required~~to the ~~affirmative~~Effective ~~vote~~Time, ofother than (i) ~~holders~~Common ofShares atheld ~~least~~by athe ~~majority~~Company ofin ~~all~~treasury ~~outstanding shares~~or ofby ~~Class~~any Awholly-owned Company ~~common stock and Series B preferred stock~~subsidiary, ~~voting together as a single class,~~ (ii) ~~holders~~Common ofShares atheld ~~least~~by aIFBF, ~~majority~~FBPCIC ~~of all~~or ~~outstanding~~Merger ~~shares~~Sub of(the ~~Class~~Common BShares ~~common~~in ~~stock~~clauses (i) and (~~iii~~ii) ~~holders~~the ~~of at least a majority of all outstanding shares of Class A common stock~~“Excluded ~~and~~Shares”) ~~Class~~or ~~B common stock~~ (~~together,~~iii) ~~the “~~Common Shares”) held by ~~all~~holders ofwho ~~the~~have ~~holders~~properly ofexercised ~~outstanding~~dissenters’ ~~common~~rights ~~shares~~under ~~excluding the~~applicable Iowa ~~Farm Bureau Federation and its affiliates~~ law (“~~IFBF~~Dissenting Shares”), ~~FBPCIC~~was cancelled and ~~its~~automatically ~~affiliates,~~converted ~~and~~into the ~~directors~~right ~~and~~to ~~officers~~receive ~~of IFBF~~$61.00 in cash, ~~FBPCIC~~without interest and ~~their~~less ~~affiliates~~any required withholding taxes (the “~~Unaffiliated Shareholder Vote~~Merger Consideration”).

The ~~voting~~description ~~results~~of ~~with~~the ~~respect~~Merger toAgreement and the Merger ~~shares~~contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of ~~Class~~the AMerger ~~common~~Agreement, ~~stock~~which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and ~~Series~~Exchange BCommission ~~preferred~~(the ~~stock~~“SEC”) on January 11, ~~voting~~2021 asand athe ~~single~~Company’s ~~class~~Current Report on Form 8-K filed with the SEC on May 3, ~~were~~2021, asand ~~follows:~~is incorporated by reference herein.

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

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~The~~In ~~voting~~connection ~~results~~ with ~~respect~~the completion of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on May 25, 2021 that, effective on that date, each Common Share (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive the Merger Consideration. As a result, it is expected that all shares of the Company’s Class A common stock will be removed from trading on the NYSE following the close of trading on May 25, 2021. On May 25, 2021, the Surviving Corporation requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of the Company’s Class BA common stock ~~were~~from the NYSE and the deregistration of the Company’s Class A common stock under Section 12(b) of the Securities Exchange Act of 1934, as ~~follows:~~amended (the “Exchange Act”). In addition, the Surviving Corporation intends to file a Form 15 with the SEC requesting the termination of registration of the Company’s Class A common stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Company’s Class A common stock.

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

Item 3.03. Material Modification to Rights of Security Holders.

~~The~~At ~~voting~~the ~~results~~Effective ~~with~~Time, ~~respect~~each holder of Common Shares issued and outstanding immediately prior to the ~~Unaffiliated Shareholder~~Effective ~~Vote~~Time, ~~were~~other than holders of the Excluded Shares, ceased to have any rights as a ~~follows:~~shareholder of the Company (other than the right to receive the Merger Consideration or to receive payment for their Common Shares pursuant to the exercise of dissenters’ rights under applicable Iowa law).

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

The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~Proposal~~Item ~~2: Non-Binding Compensation Advisory Proposal~~5.01. AtChanges 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~~Control ~~with~~of ~~the Merger~~Registrant.

The ~~voting~~information ~~results~~set ~~with~~forth ~~respect~~above tounder ~~the~~Item ~~shares~~2.01 of ~~Class~~this ACurrent ~~common~~Report ~~stock~~on ~~and~~Form ~~Series~~8-K Bis ~~preferred~~incorporated ~~stock,~~by ~~voting~~reference asinto athis ~~single~~Item ~~class, were as follows:~~5.01.

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

~~The~~At ~~voting~~the ~~results~~Effective ~~with~~Time, ~~respect~~the toarticles ~~the~~of ~~shares~~incorporation of ~~Class~~the BCompany ~~common~~were ~~stock~~amended ~~were~~and restated in their entirety as ~~follows:~~set forth in Exhibit 3.1. Following the Effective Time, the bylaws of the Company will be amended and restated in their entirety as set forth in Exhibit 3.2. Each of Exhibits 3.1 and 3.2 are incorporated by reference herein.

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

Item 8.01. Other Events.

AOn ~~third~~May ~~proposal~~25, to2021, ~~adjourn~~the Company issued a press release announcing the ~~Special~~consummation ~~Meeting, if~~of ~~necessary,~~the toMerger. ~~solicit~~A ~~additional~~copy ~~proxies,~~of ~~was~~that ~~not~~press ~~needed~~release is furnished as Exhibit 99.1 to this report.

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.
3.1	Restated Articles of Incorporation of FBL Financial Group, Inc., dated May 25, 2021.
3.2	Amended and Restated Bylaws of FBL Financial Group, Inc., dated May 25, 2021.
99.1	Press Release of FBL Financial Group, Inc. dated May 25, 2021.
104	Cover page Interactive Data File formatted as iXBRL (Inline eXtensible Business Reporting Language)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 21, 2021	FBL FINANCIAL GROUP, INC.
Date: May 25, 2021	FBL FINANCIAL GROUP, INC.
	By	/s/ Donald J. Seibel
		Donald J. Seibel
		Chief Financial Officer

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