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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

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Primerica, Inc.

(Exact name of registrant as specified in its charter)


Delaware


001-34680


27-1204330

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

1 Primerica Parkway

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