SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 17, 2017
PRIMERICA, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
001-34680 |
27-1204330 |
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(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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1 Primerica Parkway Duluth, Georgia 30099 |
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(Address of Principal Executive Offices) |
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(770) 381-1000 |
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(Registrant's telephone number, including area code) |
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Not applicable. |
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(Former name or former address, if changed since last report.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 5.07.Submission of Matters to a Vote of Security Holders.
The Company held its 2017 annual stockholders’ meeting on May 17, 2017. There were 45,602,082 shares of common stock outstanding and entitled to be voted, and 41,995,487 of those shares (92.1% of the outstanding shares) were represented in person or by proxy, at the Annual Meeting.
Proposal 1: The following nominees were elected by majority vote to serve on the Board of Directors:
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Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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John A. Addison, Jr. |
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39,713,107 |
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7,386 |
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2,274,994 |
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Joel M. Babbit |
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39,712,550 |
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7,943 |
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2,274,994 |
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P. George Benson |
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39,710,455 |
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10,038 |
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2,274,994 |
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Gary L. Crittenden |
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39,712,497 |
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7,996 |
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2,274,994 |
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Cynthia N. Day |
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39,326,125 |
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394,368 |
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2,274,994 |
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Mark Mason |
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39,497,698 |
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222,795 |
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2,274,994 |
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Robert F. McCullough |
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39,498,643 |
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221,850 |
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2,274,994 |
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Beatriz R. Perez |
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39,712,131 |
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8,362 |
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2,274,994 |
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D. Richard Williams |
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39,226,551 |
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493,942 |
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2,274,994 |
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Glenn J. Williams |
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39,713,657 |
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6,836 |
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2,274,994 |
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Barbara A. Yastine |
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39,711,555 |
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8,938 |
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2,274,994 |
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Proposal 2: The Second Amended and Restated Primerica, Inc. 2010 Omnibus Incentive Plan was approved.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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37,343,794 |
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2,369,963 |
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6,736 |
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2,274,994 |
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Proposal 3: An advisory vote on executive compensation (Say-on-Pay) was approved.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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39,534,548 |
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178,130 |
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7,815 |
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2,274,994 |
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Proposal 4: An advisory vote on stockholder preference of the frequency of the Say-on-Pay vote (Say-When-on-Pay) was in favor of an annual vote. The Board of Directors has determined to follow stockholder preference and include an advisory Say-on-Pay vote in the annual proxy statement.
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Every Year |
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Every Other Year |
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Every Third Year |
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Abstentions |
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35,677,877 |
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29,834 |
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4,006,448 |
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6,334 |
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Proposal 5: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2017 was ratified.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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41,122,703 |
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867,117 |
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5,667 |
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n/a |
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.
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Dated: May 22, 2017 |
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PRIMERICA, INC. |
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By: |
/s/ Stacey K. Geer |
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Stacey K. Geer
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Executive Vice President, Chief Governance Officer and Deputy General Counsel |
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