8-K
Primerica, Inc. (PRI)
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 8, 2024
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>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 2024 annual stockholders’ meeting on May 8, 2024. There were 34,698,340 shares of common stock outstanding and entitled to be voted, and 31,860,171 of those shares (92% 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 | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| John A. Addison, Jr. | 30,264,468 | 382,893 | 18,670 | 1,194,140 |
| Joel M. Babbit | 30,202,837 | 439,973 | 23,221 | 1,194,140 |
| Amber L. Cottle | 30,478,401 | 175,066 | 12,564 | 1,194,140 |
| Gary L. Crittenden | 30,352,370 | 292,325 | 21,336 | 1,194,140 |
| Cynthia N. Day | 28,083,621 | 2,561,231 | 21,179 | 1,194,140 |
| Sanjeev Dheer | 30,610,738 | 39,409 | 15,884 | 1,194,140 |
| Beatriz R. Perez | 29,076,095 | 1,569,477 | 20,459 | 1,194,140 |
| D. Richard Williams | 29,969,250 | 676,973 | 19,808 | 1,194,140 |
| Glenn J. Williams | 30,309,820 | 330,437 | 25,774 | 1,194,140 |
| Darryl L. Wilson | 30,646,161 | 5,421 | 14,449 | 1,194,140 |
| Barbara A. Yastine | 29,772,380 | 870,515 | 23,136 | 1,194,140 |
Proposal 2: An advisory vote on executive compensation (Say-on-Pay) was approved.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 30,290,504 | 351,558 | 23,969 | 1,194,140 |
Proposal 3: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 31,682,914 | 161,451 | 15,806 | N/A |
The information provided pursuant to Items 5.07 is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent expressly set forth by specific reference in any such filings.
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 9, 2024 | PRIMERICA, INC. | |
|---|---|---|
| By: | /s/ Stacey K. Geer | |
| Stacey K. Geer | ||
| Executive Vice President, Chief Governance and Risk Officer and Deputy General Counsel |