8-K - PRI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUAN TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): May 12, 2021

Primerica, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34680	27-1204330
(State or other jurisdiction of<br>incorporation)		(Commission File Number)	(IRS Employer<br>Identification No.)
		1 Primerica Parkway<br><br><br>Duluth, Georgia 30099
	(Address of principal executive offices, and Zip Code)

(770) 381-1000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

☐	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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	PRI	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 5.07.Submission of Matters to a Vote of Security Holders.

The Company held its 2021 annual stockholders’ meeting on May 12, 2021. There were 39,414,085 shares of common stock outstanding and entitled to be voted, and 35,739,065 of those shares (90.67% 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:

Nominee
John A. Addison, Jr.	33,916,111	274,150	1,514,440
Joel M. Babbit	33,617,123	558,056	1,514,440
P. George Benson	33,494,313	681,667	1,514,440
C. Saxby Chambliss	34,139,159	38,327	1,514,440
Gary L. Crittenden	34,031,576	147,598	1,514,440
Cynthia N. Day	31,207,414	2,971,926	1,514,440
Sanjeev Dheer	33,635,465	561,640	1,514,440
Beatriz R. Perez	34,125,271	46,542	1,514,440
D. Richard Williams	33,734,944	452,542	1,514,440
Glenn J. Williams	33,960,668	228,169	1,514,440
Barbara A. Yastine	33,965,699	215,681	1,514,440

Proposal 2: An advisory vote on executive compensation (Say-on-Pay) was approved.

For		Against		Abstain		Broker Non-Votes
	33,976,743		184,547		63,335		1,514,440

Proposal 3: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2021 was ratified.

For		Against		Abstain		Broker Non-Votes
	35,514,675		149,165		75,225	N/A

SIGNATURES

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.

Dated: May 13, 2021		PRIMERICA, INC.
	By:	/s/ Stacey K. Geer
		Stacey K. Geer
		Executive Vice President, Chief Governance Officer and Deputy General Counsel