pri-8k_20180516.htm

 

 

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 16, 2018

PRIMERICA, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware

001-34680

27-1204330

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

 

 

1 Primerica Parkway

Duluth, Georgia 30099

 

 

(Address of Principal Executive Offices)

 

 

 

 

 

(770) 381-1000

 

 

(Registrant's telephone number, including area code)

 

 

 

 

Not applicable.

(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 (see General Instructions A.2. below):

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))

 

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 2018 annual stockholders’ meeting on May 16, 2018.  There were 44,063,960 shares of common stock outstanding and entitled to be voted, and 41,160,020 of those shares (93.4% 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

 

 

Withheld

 

 

Broker Non-Votes

 

John A. Addison, Jr.

 

 

38,483,601

 

 

 

130,336

 

 

 

2,536,920

 

Joel M. Babbit

 

 

38,555,430

 

 

 

56,696

 

 

 

2,536,920

 

P. George Benson

 

 

38,557,601

 

 

 

54,510

 

 

 

2,536,920

 

C. Saxby Chambliss

 

 

38,461,916

 

 

 

147,529

 

 

 

2,536,920

 

Gary L. Crittenden

 

 

38,414,332

 

 

 

197,560

 

 

 

2,536,920

 

Cynthia N. Day

 

 

37,393,604

 

 

 

1,221,478

 

 

 

2,536,920

 

Mark Mason

 

 

38,414,129

 

 

 

198,214

 

 

 

2,536,920

 

Beatriz R. Perez

 

 

38,611,385

 

 

 

3,684

 

 

 

2,536,920

 

D. Richard Williams

 

 

38,376,154

 

 

 

235,792

 

 

 

2,536,920

 

Glenn J. Williams

 

 

38,499,712

 

 

 

112,284

 

 

 

2,536,920

 

Barbara A. Yastine

 

 

38,601,352

 

 

 

14,643

 

 

 

2,536,920

 

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

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

38,441,488

 

 

 

163,463

 

 

 

18,149

 

 

 

2,536,920

 

Proposal 3:  The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2018 was ratified.

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

40,866,730

 

 

 

281,736

 

 

 

11,554

 

 

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 17, 2018

 

PRIMERICA, INC.

 

 

 

 

 

 

 

By:

/s/ Stacey K. Geer

 

 

 

Stacey K. Geer

 

 

Executive Vice President, Chief Governance Officer and Deputy General Counsel