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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

    PRIMERICA, INC.    

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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March 30, 2012

To our fellow stockholders:

It is our pleasure to invite you to attend the 2012 Annual Meeting of Stockholders of Primerica, Inc. to be held on Wednesday, May 16, 2012 at 10:00 a.m., local time, at the Primerica TV Studio located on the campus of Primerica’s home office, 3100 Breckinridge Boulevard, Suite 300 in Duluth, Georgia. The Annual Meeting will begin with a discussion of, and voting on, the matters described in the attached Proxy Statement and Notice of Annual Meeting of Stockholders, and will be followed by our report on Primerica’s financial performance and operations.

The Proxy Statement is critical to our corporate governance process. We use this document to discuss the proposals being submitted to a vote of stockholders at the Annual Meeting, solicit your vote on such proposals, provide you with information about our Board of Directors and certain executive officers, and inform you of the steps we are taking to fulfill our responsibilities to you as stockholders.

Your vote is important to us. Your broker cannot vote on certain of the proposals without your instruction. Please inform us, or your broker, as to how you would like us to vote your shares on the proposals set forth in the Proxy Statement if you do not plan to attend the Annual Meeting in person.

We look forward to seeing you at the Annual Meeting. For your convenience, directions to the Annual Meeting are provided on the back of this document.

If you cannot attend in person, you may listen to a live webcast of the Annual Meeting at our investor relations website, www.investors.primerica.com. On behalf of our management and directors, we want to thank you for your continued support of, and confidence in, our company.

Sincerely,

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NOTICE OF 2012 ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors,

PETER W. SCHNEIDER

Corporate Secretary

Duluth, Georgia

March 30, 2012

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PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

Voting Matters and Voting Recommendations

Election of Directors (Proposal 1)

The following table provides summary information about each director nominee. Each director is elected by a plurality of votes cast.

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Each director nominee is a current director and attended at least 75% of the aggregate of all meetings of the Board of Directors and each committee on which he or she was a member during fiscal 2011.

Ratification of KPMG (Proposal 2)

We ask that our stockholders ratify the selection of KPMG LLP as our independent auditor for fiscal 2012. KPMG’s aggregate fees were $3.6 million for services provided in fiscal 2011 and $2.7 million for services provided in fiscal 2010. The increase in aggregate fees was primarily due to Primerica’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002 regarding internal control over financial reporting, additional statutory audit requirements, fees associated with Primerica’s secondary offerings, as well as the timing of actual billings.

Executive Compensation Matters

The Compensation Committee of the Board of Directors structured our executive compensation program to pay for performance and, over the long term, to provide compensation to our executive officers that is market competitive. Executive compensation for fiscal 2011 followed the arrangements established by the Compensation Committee during the year ended December 31, 2010.

The Compensation Committee structured our 2011 executive compensation program so that a meaningful percentage of compensation is tied to the achievement of challenging levels of Company performance and individual objectives. In addition to cash incentives being determined based on Company and individual performance objectives, the size of annual equity grants is also determined based on these performance results. Accordingly, we view both cash and equity awards as performance-based elements of our compensation program, even though the equity awards that are granted have time-based vesting. Each named executive officer has a maximum permissible payout that is equal to a designated percentage of operating income before income taxes. The Compensation Committee then exercises negative discretion to determine the actual award based on certain performance objectives established at the beginning of the year.

Incentive compensation for fiscal 2011 performance reflects Primerica’s financial and distribution results. Fiscal 2011 was Primerica’s first complete year as an independent public company following our April 2010 initial public offering. Operating results were strong. Sales force numbers were mixed, with licensing down but recruiting up compared to fiscal 2010. Our fiscal 2011 performance was highlighted by the following achievements:

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Based on the Company’s fiscal 2011 results described above, the Compensation Committee approved a corporate performance payout equal to 99.5% of the target bonus amount. The Compensation Committee balanced strong performance against individual objectives with weaker performance against the corporate sales force growth objective and determined to pay each named executive officer 100% of the individual portion of his or her target bonus amount.

2013 Annual Meeting

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INFORMATION ABOUT THE ANNUAL MEETING

Primerica, Inc. (“Primerica” or the “Company”) is furnishing this Proxy Statement in connection with the solicitation by its Board of Directors (the “Board” or the “Board of Directors”) of proxies for the Company’s 2012 Annual Meeting of Stockholders and any adjournments or postponements of the meeting (the “Annual Meeting”) for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held on Wednesday, May 16, 2012 at 10:00 a.m., local time, at the Primerica TV Studio on the campus of Primerica’s home office, 3100 Breckinridge Boulevard, Suite 300, Duluth, Georgia 30099.

We anticipate that a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and the annual report and how to vote over the Internet or how to request and return a proxy card by mail will first be mailed to our stockholders on or before March 30, 2012.

What is the purpose of this Proxy Statement?

This Proxy Statement provides information regarding matters to be voted on at the Annual Meeting. Additionally, it contains certain information that the Securities and Exchange Commission (the “SEC”) requires the Company to provide annually to its stockholders. The Proxy Statement is also used by the Board of Directors to solicit proxies to be used at the Annual Meeting. Proxies are solicited to give all stockholders of record an opportunity to vote on the matters to be presented at the Annual Meeting, even if they cannot attend the meeting in person. The Board has designated a Proxy Committee, which will vote the shares represented by proxies at the Annual Meeting in the manner indicated by the proxies. The members of the Proxy Committee are John A. Addison, Jr. and D. Richard Williams, our Co-Chief Executive Officers, and Peter W. Schneider, our Executive Vice President and General Counsel.

Why will I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

We are permitted by SEC rules to furnish our proxy materials over the Internet to our stockholders by delivering a Notice of Internet Availability of Proxy Materials in the mail. We believe that this “e-proxy” process expedites your receipt of proxy materials, while also lowering the costs and reducing the environmental impact of the Annual Meeting. Unless requested, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability of Proxy Materials instructs you on how to access and review the Proxy Statement and the annual report over the Internet at www.proxyvote.com. The Notice of Internet Availability of Proxy Materials also instructs you how you may submit your proxy over the Internet, or how you can request a full set of proxy materials. If you receive a Notice of Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting these materials provided in the Notice of Internet Availability of Proxy Materials.

Who is entitled to vote on the matters discussed in the Proxy Statement?

You are entitled to vote if you were a stockholder of record of the Company’s common stock as of the close of business on March 19, 2012 (the “record date”). Your shares can be voted at the Annual Meeting only if you are present in person or represented by a valid proxy.

What constitutes a quorum for the Annual Meeting?

The holders of a majority of the outstanding shares of the Company’s common stock as of

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the close of business on the record date must be present, either in person or represented by valid proxy, to constitute a quorum necessary to conduct the Annual Meeting. On the record date, 65,302,416 shares of the Company’s common stock were issued and outstanding. Shares represented by valid proxies received but marked as abstentions or as withholding voting authority for any or all director nominees, and shares represented by valid proxies received but reflecting broker non-votes, will be counted as present at the Annual Meeting for purposes of establishing a quorum.

How many votes am I entitled to for each share of the Company’s common stock I hold?

Each share of the Company’s common stock represented at the Annual Meeting is entitled to one vote.

What proposals will require my vote?

You are being asked to vote on the following proposals:

What vote is required to approve each proposal, and how will my vote be counted?

Proposal 1: Election of Directors

The three director nominees who receive the highest number of properly executed votes will be elected as directors for the ensuing three years.

Proposal 2: Ratification of the Appointment of KPMG

This proposal requires approval by the holders of a majority of the shares present in person or represented by valid proxy and entitled to vote at the Annual Meeting. Any shares that are not voted (whether by abstention or otherwise) will have no impact on the vote.

How does the Board of Directors recommend that I vote?

The Board recommends that you vote:

How do I vote?

If you are a registered stockholder, meaning that your shares are registered in your name and are not held through a broker, then you have four voting options. You may vote:

We encourage you to vote your shares as soon as possible by proxy even if you plan to attend the Annual Meeting.

If you are a beneficial holder (meaning that your shares are held through a broker), then please refer to the instructions provided by your broker, bank or other nominee regarding how to vote.

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What is the difference between a registered stockholder and a beneficial holder of shares?

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are considered a “registered stockholder” with respect to those shares. Registered stockholders and holders of shares of stock held in the Primerica, Inc. Stock Purchase Plan (the “Stock Purchase Plan”) will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and the annual report and how to vote over the Internet, how to request and return a proxy card by mail and how to vote by telephone.

If your shares are held in “street name” through a broker, bank or other nominee, then you are considered the “beneficial holder” of the shares held for you. Beneficial holders of shares should refer to the instructions provided by their broker, bank or other nominee regarding how to vote or to revoke voting instructions. The availability of Internet and telephone voting depends on the voting processes of the broker, bank or other nominee. As the beneficial holder, you have the right to direct your broker, bank or other nominee how to vote your shares. Beneficial holders may vote in person only if they have a legal proxy to vote their shares as described below.

I am a beneficial holder. How are my shares voted if I do not return voting instructions?

Your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Under the rules of the New York Stock Exchange (the “NYSE”), brokerage firms have the authority to vote shares on certain routine matters for which their customers do not provide voting instructions by the tenth day before the Annual Meeting. The ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for fiscal 2012 is considered a routine matter.

The election of directors is not considered a routine matter. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial holder of the shares with respect to that proposal, the brokerage firm CANNOT vote the shares on that proposal. This is called a “broker non-vote.” In tabulating the voting result for any particular proposal, shares that are subject to broker non-votes with respect to that proposal will not be considered votes either for or against the proposal. It is very important that you provide voting instructions to your brokerage firm if you want your shares to be voted at the Annual Meeting on a non-routine matter.

Can I change my mind after I vote?

If you vote by proxy, you can revoke that proxy at any time before it is voted at the Annual Meeting. You can do this in one of the following three ways:

How will a proposal or other matter that was not included in the Proxy Statement be handled for voting purposes if it is raised at the Annual Meeting?

If any matter that is not described in this Proxy Statement should properly come before the Annual Meeting, then the Proxy Committee will vote the shares represented by valid proxy cards in accordance with its best judgment. Notwithstanding the foregoing, shares represented by valid proxy cards that are marked to deny discretionary authority to the Proxy Committee on other matters considered at the Annual Meeting will not be voted on those other matters and will not be counted in determining the number of votes cast with

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respect to those other matters. At the time this Proxy Statement was printed, management was unaware of any other matters that might be presented for stockholder action at the Annual Meeting.

Who will tabulate and certify the vote?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the vote, and Ms. Deborah Baker, a representative of Carl T. Hagberg and Associates, will act as the independent inspector of elections for the Annual Meeting and will certify the final vote.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials, proxy materials e-mail or proxy card?

This means that you have multiple accounts holding shares of the Company’s common stock with brokers and/or our transfer agent. You will need to vote separately with respect to each Notice of Internet Availability of Proxy Materials, proxy materials e-mail or proxy card that you receive. Please vote all of the shares you are entitled to vote.

Does the Company participate in householding?

A single set of proxy materials, along with individual proxy cards, or individual Notices of Internet Availability of Proxy Materials will be delivered in one envelope to multiple stockholders of record having the same last name and address, unless contrary instructions have been received from an affected stockholder. This is referred to as “householding.” We believe this procedure provides greater convenience to our stockholders and saves money by reducing our printing and mailing costs and fees. If you would like to enroll in this service or receive individual copies of all documents, please contact Broadridge by calling toll-free at 1-800-542-1061, or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Alternatively, if you participate in householding and would like to revoke your consent and receive separate copies of our proxy materials, please contact Broadridge as described above.

A number of brokerage firms have instituted householding. If you hold your shares in street name, please contact your bank, broker or other holder of record to request information about householding.

How do I vote the shares that I purchased through the Stock Purchase Plan?

If you are a registered stockholder and you own shares of the Company’s common stock through the Stock Purchase Plan, and the accounts are registered in the same name, then you will receive one Notice of Internet Availability of Proxy Materials representing your combined shares. If your accounts are registered in different names, then you will receive separate Notices of Internet Availability of Proxy Materials. If you own shares only through the Stock Purchase Plan, then you will receive a Notice of Internet Availability of Proxy Materials representing those shares. If you hold shares through the Stock Purchase Plan, then your vote must be received by 11:59 p.m. Eastern daylight time on May 15, 2012, unless you vote in person at the Annual Meeting.

What happens if I abstain from voting?

Abstentions with respect to a proposal are counted for purposes of establishing a quorum. If a quorum is present, then abstentions will have no impact on the outcome of the vote.

What do I need to do if I want to attend the Annual Meeting?

You do not need to make a reservation to attend the Annual Meeting. However, attendance at the Annual Meeting is limited to Primerica stockholders, members of their immediate families or their named

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representatives. The Company reserves the right to limit the number of named representatives who may attend the Annual Meeting.

How can I listen to the live webcast of the Annual Meeting?

You may listen to a live webcast of the Annual Meeting at www.investors.primerica.com. The webcast will allow you to listen to the Annual Meeting, but stockholders accessing the Annual Meeting through the webcast will not be considered present at the Annual Meeting and will not be able to vote their shares through the webcast or ask questions. If you plan to listen to the live webcast, then please submit your vote prior to the Annual Meeting using one of the methods described under “How do I vote?” above. An archived copy of the webcast will be available at www.investors.primerica.com until at least June 15, 2012. Registration to listen to the webcast will be required. We have included our website address for reference only. The information contained on our website is not incorporated by reference into this Proxy Statement.

Who is soliciting proxies?

The Board is soliciting your proxy. The expense of preparing and, when required, printing and mailing this Proxy Statement and the proxies solicited hereby will be paid by the Company. Solicitation will be made primarily by distribution via the Internet pursuant to SEC rules, but will also be sent via mail when requested by a stockholder. In addition to soliciting stockholders via the Internet and mail, the Company will request banks, brokers, and other custodians, nominees, and fiduciaries to forward solicitation materials or send a Notice of Internet Availability of Proxy Materials to the beneficial owners of the Company’s common stock held of record by such persons, and the Company will reimburse them for their reasonable out-of-pocket expenses incurred in doing so. The Company may use the services of its officers and other Company employees, who will receive no compensation for their services, other than their regular compensation, to solicit proxies personally, by telephone, by e-mail or by facsimile transmission.

IN ORDER THAT YOUR SHARES OF THE COMPANY’S COMMON STOCK MAY BE REPRESENTED AT THE ANNUAL MEETING IN CASE YOU ARE NOT PERSONALLY PRESENT, YOU ARE REQUESTED TO FOLLOW THE INSTRUCTIONS PROVIDED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS.

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MATTERS TO BE VOTED ON

Proposal 1:

ELECTION OF DIRECTORS

Our Board of Directors has nine members. We divide our Board of Directors into three classes, with each class currently consisting of three members. We elect one class of directors to serve a three-year term at each Annual Meeting of Stockholders. At this year’s Annual Meeting, we will elect three directors to hold office until the 2015 Annual Meeting of Stockholders. For additional information about the director nominees and their qualifications, see “Board of Directors – Members of Our Board – Nominees for Director.” Each director will be elected by a plurality of the votes cast.

The Board recommends a vote “FOR” the election to the Board of each of the following director nominees:

Proposal 2:

RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board (the “Audit Committee”) has authority to retain and terminate the Company’s independent registered public accounting firm. The Audit Committee has appointed KPMG as the independent registered public accounting firm to audit the consolidated financial statements of the Company and its subsidiaries for fiscal 2012. Although stockholder ratification of the appointment of KPMG is not required, the Board of Directors believes that submitting the appointment to the stockholders for ratification is a matter of good corporate governance. For a description of the fees paid to KPMG, see “Audit Committee Matters – Fees and Services of the Independent Registered Public Accounting Firm – Fees Paid to the Independent Registered Public Accounting Firm.”

One or more representatives of KPMG are expected to be present at the Annual Meeting. The representatives will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate stockholder questions.

To ratify the appointment of KPMG as the Company’s independent registered public accounting firm for fiscal 2012, the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting must vote in favor of ratification. Any shares that are not voted (whether by abstention or otherwise) will have no impact on the outcome of the vote. Unless otherwise instructed, the Proxy Committee will vote proxies held by them FOR the ratification of the appointment of KPMG.

The Board recommends a vote “FOR” the ratification of the appointment of KPMG.

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CORPORATE GOVERNANCE

The Board has adopted Corporate Governance Guidelines that are posted on the corporate governance page of the Company’s investor relations website at www.investors.primerica.com and are available in print to stockholders who request a copy. The Corporate Governance Guidelines set forth the practices that the Board follows with respect to matters such as director responsibilities, compensation, and access to management. In addition, the Corporate Governance Guidelines address the use of outside advisors, management succession and the annual self-assessment of the Board.

Board Structure

The Board currently consists of nine directors. The Company’s Certificate of Incorporation gives the Board the right to set the number of directors at no less than three members and no more than 15 members.

The Company’s governance documents provide the Board with flexibility to select the appropriate leadership structure for the Company. The Board does not have a policy as to whether the roles of Chairman of the Board and Co-Chief Executive Officer should be separate or whether the Chairman of the Board should be a management or a non-management director. The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) may, from time to time, make recommendations to the Board regarding the leadership structure of the Board, including the position of Chairman of the Board.

The Company’s leadership structure has a combined Chairman of the Board and Co-Chief Executive Officer. Under the Company’s Bylaws, the Chairman of the Board presides over meetings of the Board and meetings of the stockholders, while the Co-Chief Executive Officers have general and active management of the business affairs and property of the Company, subject to the supervision and oversight of the Board. Mr. Williams has served as Chairman of the Board and Co-Chief Executive Officer since October 2009.

In March 2011, the Nominating Committee recommended, and the Board appointed, Mr. Martin to serve as the Lead Director of the Board (the “Lead Director”). As the primary interface between management and the Board, the Lead Director provides a valuable counterweight to the combined Chairman and Co-Chief Executive Officer role and serves as a key contact for the independent directors, thereby enhancing the Board’s independence from management. The Lead Director’s responsibilities include:

The Board has adopted a number of corporate governance-related measures to provide what it views as an appropriate balance between the respective needs for dependable strategic leadership by Mr. Williams as the Chairman of the Board and Co-Chief Executive Officer and the oversight and objectivity of independent directors. For example, only two of our directors are members of management and all of the Board’s committees – the Audit Committee, the Compensation Committee (the “Compensation Committee”), and the Nominating Committee – consist entirely of independent directors. All directors play an active role in overseeing the Company’s business both at the Board and the committee levels. In addition, directors have full and free access to members of management and the authority to retain independent financial, legal

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or other advisors as they deem necessary without consulting, or obtaining the approval of, any member of management. Also, the Board holds separate executive sessions of its non-management directors and its independent directors at least annually. In 2011, the Lead Director presided over these sessions. Only one director (Mr. Mason) other than our Co-Chief Executive Officers is classified as non-independent by the rules of the NYSE.

The Board believes that having a single leader serving as Chairman of the Board and Co-Chief Executive Officer, together with an experienced and engaged Lead Director, is the most appropriate leadership strategy for the Company at this time and is in the best interests of our stockholders because it provides decisive and effective leadership. Further, the Company’s independent directors were all elected to the Board in connection with or following completion of the Company’s initial public offering in April 2010 (the “IPO”) and, therefore, have a much more limited history with the Company than our Co-Chief Executive Officers. The Board also believes that this leadership structure, when combined with the Company’s other governance policies and procedures, provides appropriate opportunities for oversight, discussion and evaluation of decisions and direction of the Board.

Independence of Directors

Mr. Addison, Chairman of Primerica Distribution and Co-Chief Executive Officer, and Mr. Williams, Chairman of the Board and Co-Chief Executive Officer, are not independent because they are members of management and employees of the Company.

Until April 7, 2010, the Company was a wholly owned subsidiary of Citigroup Inc. (“Citi”). Because of his affiliation as an officer of Citi, Mr. Mason will not be considered independent under the rules applicable to companies listed on the NYSE until April 2013.

The Board annually assesses the outside affiliations of each director to determine if any of these affiliations could cause a potential conflict of interest or could interfere with the independence of the director. Based on information furnished by all directors regarding their relationships with Primerica and its subsidiaries and research conducted by management and discussed with the Board with respect to outside affiliations, the Board has determined that none of the directors that served on the Board during fiscal 2011 has or had a material relationship with Primerica other than through his or her role as director, and, except as set forth above, each is independent because he or she satisfies:

A determination of independence under these standards does not mean that a director is disinterested under Section 144 of the Delaware General Corporation Law. Each director, relevant committee and the full Board may also consider whether any director is disinterested in any transaction brought before the Board or any of its committees for consideration.

Categorical Standards of Independence

The Company has established categorical standards of independence for the Board, which are outlined in the Corporate Governance Guidelines that are posted on the corporate governance page of the Company’s investor relations website at www.investors.primerica.com. To be considered independent for purposes of the director qualification standards, (A) the director must meet bright-line independence standards under the NYSE Listed Company Manual and (B) the Board must affirmatively determine that the director otherwise has no material relationship with the Company, directly or as an officer, shareowner or partner of an organization that has a relationship with the Company.

To assist it in determining each director’s independence in accordance with the NYSE’s

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rules, the Board has established guidelines, which provide that a director will be deemed independent unless:

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Independence of Committee Members

As of December 31, 2011, the Audit, Compensation and Nominating Committees were fully independent in accordance with the NYSE Listed Company Manual and the Board’s director independence standards described above. No member of the Audit Committee received any compensation from Primerica other than directors’ fees, and no member of the Audit Committee was, or is an affiliated person of, Primerica (other than by virtue of his or her directorship). Members of the Audit Committee meet the additional standards of audit committee members of publicly traded companies required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Members of the Compensation Committee meet the additional standards applicable to outside directors under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and qualify as non-employee directors as defined in Rule 16b-3 under the Exchange Act.

Role of Compensation Consultant

The Compensation Committee retained Pearl Meyer & Partners (“Pearl Meyer”) as its independent consultant for the year ended December 31, 2011 (“fiscal 2011”) and determined that the Company would not retain Pearl Meyer for any projects in fiscal 2011 without the prior consideration and consent of the Compensation Committee. Pearl Meyer’s responsibilities include:

See “Executive Compensation — Compensation Discussion and Analysis (CD&A) — Questions and Answers Related to Our 2011 Executive Compensation — Compensation Consultant Role.”

Communicating with Our Board of Directors

Stockholders and other interested persons may communicate with the Chair of the Audit Committee or the Lead Director by addressing such communications to them in care of the Company’s Corporate Secretary, at the Company’s principal executive office address at 3120 Breckinridge Boulevard, Duluth, Georgia 30099. Further, stockholders and other interested persons may communicate with the Company’s non-management directors or independent directors, each as a group, by addressing such communications to them in care of the Company’s Corporate Secretary at the Company’s principal executive office address. Stockholders and other interested persons may also communicate with the Board, the Audit Committee, the non-management

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directors and the Chairman of the Board by sending an e-mail message as follows:

In accordance with a policy approved by the Audit Committee, the Company’s General Counsel or, solely with respect to matters that are not reasonably likely to have legal implications for the Company, the Compliance and Ethics Officer is required to:

If the correspondence is specifically marked as a private communication to the Board (or a specific member or members of the Board), the Corporate Secretary will not open or read the correspondence, and will forward it to the addressee. These procedures may change from time to time, and you are encouraged to visit our investor relations website for the most current means of communicating with our directors.

Director Nomination Process

In discharging its responsibility, the Nominating Committee receives input from the Chairman of the Board, other directors and, if applicable, the Nominating Committee’s independent professional search firm. It also considers and evaluates any candidates recommended by stockholders, as described below.

The Board has determined that its members should bring to the Company a broad range of experience, knowledge and judgment. A successful board candidate must be prepared to represent the interests of the Company and all its stockholders, not the interests of particular constituencies. The Nominating Committee and the Board have not established specific minimum age, education, years of business experience or specific types of skills for potential candidates. The factors considered by the Nominating Committee and the Board in their review of potential candidates include whether:

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The Nominating Committee carefully reviews all current directors and director candidates in light of these factors based on the context of the current and anticipated composition of the Board, the current and anticipated operating requirements of the Company and the long-term interests of our stockholders. In reviewing a candidate, the Nominating Committee considers the integrity of the candidate and whether the candidate would be independent as defined in the Corporate Governance Guidelines and the NYSE Listed Company Manual. The Nominating Committee expects a high level of involvement from the directors and reviews, if applicable, a candidate’s service on other boards to assess whether the candidate has sufficient time to devote to Board duties.

The Nominating Committee decides whether to further evaluate each candidate and may select an independent professional search firm to assist in the discharge of its duties. The evaluation includes a thorough reference check, interaction and interviews, and discussions about the candidate’s qualifications, availability and commitment. After discussion of each candidate’s qualifications, the Chair of the Nominating Committee interviews each candidate. The Nominating Committee Chair then selects certain candidates to be interviewed by the Chairman of the Board and other members of the Nominating Committee. The Nominating Committee reviews the results of all interviews and makes a recommendation to the full Board with respect to the election of a potential candidate to the Board. The Board expects that all candidates recommended to the Board will have received the approval of all members of the Nominating Committee.

Any stockholder who wishes to have the Nominating Committee consider a candidate for election to the Board is required to give written notice of his or her intention to make such a nomination. For a description of the procedures required to be followed for a stockholder to nominate a director, see “Stockholder Information — Procedures for Business Matters and Director Nominations for Consideration at the 2013 Annual Meeting of Stockholders — Notice Requirements for Nomination of Directors.” A proposed nomination that does not comply with these requirements will not be considered by the Nominating Committee. There are no differences in the manner in which the Nominating Committee considers or evaluates director candidates it identifies and director candidates who are recommended by stockholders.

Board’s Role in Risk Oversight

The Board is ultimately responsible for establishment of our risk management framework, and responsibility for significant risk management policies resides with the Audit Committee under powers delegated by the Board. The Board believes that having a combined Chairman of the Board and Co-Chief Executive Officer provides a unique perspective on risk oversight. Our most senior executive officers are responsible for collaborating with the Audit Committee to provide oversight with respect to the risk management process, as well as prioritize and validate key risks. Management is then responsible for implementing the Board-approved risk management strategy and developing policies, controls, processes and procedures to identify and manage risks. Management periodically reports to the Audit Committee on the effectiveness of its management of key business risks.

Each Board committee is responsible for monitoring and reporting on the material risks associated with its respective subject matter areas. The Audit Committee is responsible for oversight of our accounting and financial reporting processes, the integrity of our financial statements, and the review, and approval or ratification of, any related party transactions; the Compensation Committee is responsible for the oversight of risks associated with our compensation practices, including

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limiting instances in which compensation could be tied to excessive risk taken by management; and the Nominating Committee is responsible for corporate governance risks, including director independence and succession planning. In terms of overseeing the broader company-wide risk management program, the Audit Committee is responsible for ensuring all risk areas are being monitored by senior management and that all risk management matters are being reported to the Board or appropriate Board committee and being addressed as needed. Additionally, the Board of Directors collectively reviews, and is responsible for, risks associated with our strategic plans. See “Executive Compensation – Compensation Discussion and Analysis (CD&A) – Risks Related to Compensation Policies and Practices.”

In fiscal 2011, management discussed the Company’s risk profile with the Board, established an internal audit program, conducted an enterprise-wide review of the major risks facing the Company and presented a status update of these actions to the Board. The enterprise-wide assessment included a comprehensive review of the business and related risks; an assessment and ranking of the identified top risks based on their likelihood and the severity of the consequences, including both financial and non-financial impacts; and evaluation of existing controls to manage and mitigate such risks. Following completion of the enterprise-wide assessment, management established a Risk Committee and determined that the Risk Committee would present to the Audit Committee quarterly and to the Board annually.

The Board and the Audit Committee are briefed regularly by our Chief Auditor and General Counsel. The Audit Committee uses the results of its discussions with our Chief Auditor to set the audit schedule for the internal audit group. Our internal audit group identifies, assesses and assists management in addressing and managing risks by using the Integrated Framework by the Committee of Sponsoring Organizations of the Treadway Commission, also known as the COSO framework.

Board Diversity

Diversity is very important to us. We strive to offer an inclusive business environment that offers and benefits from diversity of people, thought, and experience. This also holds true for the Board. Although we have no formal written policy, pursuant to our Corporate Governance Guidelines the Board annually reviews the appropriate skills and characteristics of its members in light of the current composition of the Board, and diversity is one of the factors used in this assessment. In addition, in identifying a director candidate, the Nominating Committee and the Board consider and discuss diversity, among the other factors discussed under “— Director Nomination Process,” with a view toward the role and needs of the Board as a whole. When identifying director nominees, the Nominating Committee and the Board generally view diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint and perspective, professional experience, education, skill and other qualities or attributes that together contribute to the successful functioning of the Board.

Code of Conduct

Our Code of Conduct applies to all employees, directors, and officers of the Company and its subsidiaries. The Code of Conduct is posted on the Corporate Governance page of the Company’s investor relations website at www.investors.primerica.com and is available in print free of charge to stockholders who request a copy. The Company also has made available an Ethics Hotline, which permits employees to anonymously report a violation of the Code of Conduct. Any changes to the Code of Conduct will be posted on the Company’s website.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires executive officers and directors and persons who beneficially own more than 10% of the Company’s common stock (the “Reporting

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Persons”) to file initial reports of ownership and reports of changes in ownership with the SEC. Reporting Persons are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the Company and written representations from the executive officers and directors, the Company believes that the Reporting Persons complied with all Section 16(a) filing requirements during fiscal 2011 except that each of Messrs. Addison and Fendler and Ms. Rand filed one Form 4 late. Each such Form 4 related to a single transaction (the withholding of shares to pay taxes in connection with the vesting of a previously reported equity grant).

Beneficial Ownership of Common Stock

The following table furnishes information, as of February 29, 2012, as to shares of the Company’s common stock beneficially owned by: (A) each person or entity who owns of record or beneficially 5% or more of the Company’s common stock, (B) each of our directors (including each nominee for director) and our named executive officers identified in “Executive Compensation – Compensation Discussion and Analysis (CD&A)”; and (C) our directors and executive officers as a group.

As of February 29, 2012, there were 65,316,127 shares of the Company’s common stock outstanding.

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BOARD OF DIRECTORS

Members of Our Board

Nominees for Director

The three directors named below have been nominated for election at the Annual Meeting for a three-year term, ending at the 2015 Annual Meeting of Stockholders. In the event that any such nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the present Board to fill the vacancy. The following is a brief description of the business experience, qualifications and skills of each of the three director nominees.

D. Richard Williams, age 55, was elected to our Board in October 2009. He is Chairman of the Board of Directors, has served as our Co-Chief Executive Officer since 1999 and has served our Company since 1989 in various capacities, including as the Chief Financial Officer and Chief Operating Officer of Primerica Financial Services, Inc. (“PFS”), a general agent and a subsidiary of Primerica. Mr. Williams serves on the board of trustees for the Woodruff Arts Center and the board of directors of the Anti-Defamation League Southeast Region. Mr. Williams earned both his B.S. degree and his M.B.A. from the Wharton School of the University of Pennsylvania.

Mr. Williams has led our company as Co-Chief Executive Officer for 11 years and brings to our Board over 20 years of knowledge of the Company’s business, finances and operations along with expertise in senior management, finance, mergers and acquisitions (“M&A”), strategic planning, and risk and asset management.

Barbara A. Yastine, age 52, was elected to our Board in December 2010. She has been the Chief Administrative Officer of Ally Financial, Inc., a bank holding company, since May 2010. In this role, she has oversight responsibility for the risk, compliance, legal and technology areas and serves as the Chair of Ally Bank, a wholly owned subsidiary of Ally Financial. Prior to joining Ally Financial, she served as a Principal of Southgate Alternative Investments, a start-up diversified alternative asset manager, beginning in June 2007. From August 2004 through June 2007, Ms. Yastine was self-employed as an independent consultant. Before that, she was Chief Financial Officer for investment bank Credit Suisse First Boston from October 2002 to August 2004. From 1987 through 2002, Ms. Yastine worked at Citi and its predecessor companies. She graduated with a B.A. in Journalism from New York University, where she also earned her M.B.A.

Ms. Yastine brings to our Board expertise in general management, risk and asset management, finance and strategic planning. In particular, the Board considered her significant current and past experience serving in senior management positions in the investment banking and capital markets industries.

Daniel A. Zilberman, age 38, was elected to our Board in April 2010. He is a Partner of Warburg Pincus & Co. and a Managing Director of the private equity firm Warburg Pincus LLC, where he focuses on investments in insurance companies, banks, asset managers and service providers to the financial services industry. Prior to joining Warburg Pincus & Co. and Warburg Pincus LLC in 2005, Mr. Zilberman worked at Evercore Capital Partners, a private equity firm, from 2003 to 2005 and Lehman Brothers from 1997 to 1999 and 2001 to 2002. Mr. Zilberman received a B.A. in International

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Relations from Tufts University and an M.B.A. in Finance from the Wharton School of the University of Pennsylvania.

Mr. Zilberman has been designated by Warburg Pincus to be one of our directors pursuant to its rights under the Securities Purchase Agreement. For a description of transactions between the Company and Warburg Pincus, see “Related Party Transactions — Transactions with Warburg Pincus.”

Mr. Zilberman brings to our Board experience in general management, finance, M&A, strategic planning, government and regulatory affairs, and investment banking and capital markets.

Election of Directors

The three director nominees who receive the highest number of properly executed votes will be elected as directors. Unless otherwise instructed, the Proxy Committee will vote proxies held by them “FOR” the election of the director nominees listed above.

Incumbent Directors — Term Expiring 2013

P. George Benson, age 65, was elected to our Board in April 2010. He has been the President of the College of Charleston in Charleston, South Carolina since February 2007. From June 1998 until January 2007, he was Dean of the Terry College of Business at the University of Georgia. From July 1993 to June 1998, Mr. Benson served as Dean of the Rutgers Business School at Rutgers University and, prior to that, Mr. Benson was on the faculty of the Carlson School of Management at the University of Minnesota. Mr. Benson currently serves as Chair-elect of the Board of Directors for the Foundation for the Malcolm Baldrige National Quality Award, was chairman of the board of overseers for the Baldrige Award Program from 2004 to 2007 and was a national judge for the Baldrige Award from 1997 to 2000. He also serves as a member of the boards of directors of AGCO Corporation and Crawford & Company. Mr. Benson was a member of the board of directors of Nutrition 21, Inc. from 1998 to 2010. Mr. Benson received a B.S. degree in Mathematics from Bucknell University, completed graduate work in operations research in the Engineering School of New York University and earned a Ph.D. in business from the University of Florida.

Mr. Benson brings to our Board significant expertise in academics, senior management, corporate governance, strategic planning, risk and asset management, and finance. In particular, the Board considered his experience managing the College of Charleston’s administrative staff of over 1,200, budget of over $200 million and endowment of over $50 million, as well as his service on the boards of directors of other public companies and as a member of their audit committees.

Michael E. Martin, age 56, was elected to our Board in April 2010. He is a Partner of Warburg Pincus & Co. and a Managing Director of the private equity firm Warburg Pincus LLC, where he is head of its financial services group and a member of its Executive Management Group. Prior to joining Warburg Pincus & Co. and Warburg Pincus LLC in 2009, Mr. Martin was President of Brooklyn NY Holdings, LLC, a private investment company, from 2006 to 2008. Mr. Martin worked at UBS Investment Bank from 2002 to 2006, where he served as a vice chairman and managing director of UBS Investment Bank and a member of its board of directors and Global Executive Committee. He has held senior positions at the investment bank Credit Suisse First Boston, and prior to that he practiced corporate law at the law firm of Wachtell, Lipton, Rosen & Katz. Mr. Martin also serves on the board of directors of SLM Corporation and National Penn Bancshares, Inc. and he was a member of the board of directors of BPW Acquisition Corp. from 2008 to 2010. Mr. Martin received a B.S. in economics from Claremont Men’s College and a J.D. from Columbia University School of Law.

Mr. Martin has been designated by Warburg Pincus to be one of our directors pursuant to its

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rights under the Securities Purchase Agreement. For a description of transactions between the Company and Warburg Pincus, see “Related Party Transactions — Transactions with Warburg Pincus.”

Mr. Martin brings to our Board expertise in general management, legal, corporate governance, finance, executive compensation, strategic planning, risk and asset management, investment banking and capital markets, and M&A.

Mark Mason, age 42, was elected to our Board in March 2010. He has been the Chief Executive Officer of Citi Holdings, an operating segment of Citi that comprises financial services company Citi Brokerage and Asset Management, Global Consumer Finance and Special Assets Portfolios, since January 2012. He previously served as the Chief Operating Officer for Citi Holdings from January 2009 to December 2011 and the Chief Financial Officer from January 2006 to December 2008. Mr. Mason joined Citi in 2001 and has also served as the Chief Financial Officer and Head of Strategy and M&A for Citi’s Global Wealth Management Division, Chief of Staff to Citi’s Chairman and Chief Executive Officer, Chief Financial Officer and Chief Operating Officer for Citigroup Real Estate Investments and Vice President of Corporate Development at Citi. Prior to joining Citi, Mr. Mason held various positions at Lucent Technologies, Marakon Associates (a strategy consulting firm) and Goldman, Sachs & Co. He received a Bachelor of Business and Administration in finance from Howard University and an M.B.A. from Harvard Business School.

Mr. Mason has been designated by Citi to be one of our directors. For a description of transactions between the Company and Citi, see “Related Party Transactions — Transactions with Citigroup.”

Mr. Mason brings to our Board expertise in general management, finance, strategic planning, M&A, and investment banking and capital markets.

Incumbent Directors — Term Expiring 2014

John A. Addison, Jr., age 54, was elected to our Board in October 2009. He is the Chairman of Primerica Distribution, has served as our Co-Chief Executive Officer since 1999 and has served our Company in various capacities since 1982 when he joined us as a business systems analyst. Mr. Addison has served in numerous officer roles with Primerica Life Insurance Company (“Primerica Life”), a life insurance underwriter, and PFS, both of which are subsidiaries of Primerica. He served as Vice President and Senior Vice President of Primerica Life. He also served as Executive Vice President and Group Executive Vice President of Marketing. In 1995, he became President of PFS and was promoted to Co-Chief Executive Officer in 1999. Mr. Addison earned his B.A. in Economics from the University of Georgia and his M.B.A. from Georgia State University.

Mr. Addison brings to the Board his 11 years of experience as our Co-Chief Executive Officer and nearly 30 years of understanding our Company and our business, along with general management and marketing expertise.

Joel M. Babbit, age 58, was elected to our Board of Directors in August 2011. Mr. Babbit is the Co-Founder and Chief Executive Officer of Mother Nature Network, one of the leading resources for environmental news and information. Prior to launching Mother Nature Network in 2009, Mr. Babbit spent over 20 years in the advertising and public relations industry, creating two of the largest advertising agencies in the Southeastern US – Babbit and Reiman (acquired by London-based GGT) and 360 (acquired by WPP Group’s Grey Global Group). Following the acquisition of 360 by Grey Global Group in 2002, Mr. Babbit served as President and Chief Creative Officer of the resulting entity, Grey Atlanta, until 2009. He also previously served as President of WPP Group’s

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GCI, a public relations firm, and as Executive Vice President and General Manager for the New York office of advertising agency Chiat/Day Inc. Advertising. Following his hometown of Atlanta being awarded the 1996 Summer Olympics, and at the request of Mayor Maynard Jackson, Mr. Babbit took a leave of absence from the private sector to serve as Chief Marketing and Communications Officer for the City and as a member of the Mayor’s cabinet.

Mr. Babbit brings to the Board his 20 years of experience in marketing and advertising, his management experience and his expertise in social media.

Robert F. McCullough, age 69, was elected to our Board in March 2010. He has been a private investor since January 2007. He previously was Senior Partner of the investment fund manager Invesco Ltd. (formerly AMVESCAP PLC) from June 2004 to December 2006. Prior thereto, he was Chief Financial Officer of AMVESCAP PLC from April 1996 to May 2004. Mr. McCullough joined the New York audit staff of Arthur Andersen LLP in 1964, served as Partner from 1972 until 1996, and served as Managing Partner in Atlanta from 1987 until 1996. Mr. McCullough also serves on the boards of directors of Acuity Brands, Inc. and Schweitzer-Mauduit International, Inc. Mr. McCullough was a member of the board of directors of Comverge, Inc. from 2006 to 2009 and of Mirant Corporation from 2003 to 2006. He received his B.B.A. in Accounting from the University of Texas at Austin.

Mr. McCullough brings to the Board expertise in senior management, finance and accounting, corporate governance, and M&A. In particular, the Board considered his broad perspective in accounting, financial controls and financial reporting matters and his extensive audit experience based on his lengthy career in public accounting and his experience serving as the chairman of the audit committees of several public companies.

Director Attendance at Board, Committee and Annual Meetings

During fiscal 2011, the Board held ten meetings, including six telephonic meetings. Each director attended more than 75% of the meetings of the Board held during his or her term and of the committees of the Board on which he or she served during fiscal 2011. The non-management directors meet separately in regularly scheduled executive sessions, and the independent directors meet in their own executive session at least annually. During fiscal 2011, Mr. Martin, as the Lead Director, presided at the executive sessions of the non-management directors and the independent directors. Directors are expected to attend annual meetings of stockholders of the Company and each director who was on the Board as of the completion of the 2011 annual meeting of stockholders attended that meeting.

Committees of the Board

The Board has three standing committees that assist it in carrying out its duties – the Audit Committee, the Compensation Committee and the Nominating Committee. The charter of each committee is available on the Company’s investor relations website at www.investors.primerica.com and may be obtained, without charge, by contacting the Corporate Secretary, Primerica, Inc., 3120 Breckinridge Boulevard, Duluth, Georgia 30099.

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The following chart shows information regarding the membership of each of the Board’s standing committees as of December 31, 2011.

Audit Committee

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. Its primary purpose is to assist the Board in fulfilling its responsibility to the Company’s stockholders relating to the financial reporting process and systems of internal control. The Audit Committee is also responsible for determining whether the Company’s financial systems and reporting practices were established in accordance with applicable requirements. Further, the Audit Committee retains and terminates the Company’s independent registered public accounting firm and approves its services and fees.

The Board has determined that all Audit Committee members are financially literate as required by the NYSE Listed Company Manual. The Board has further determined that the Chairman of the Audit Committee qualifies as an audit committee financial expert within the meaning of the rules and regulations of the SEC, and that all of such members are independent as required by the NYSE Listed Company Manual.

Compensation Committee

The Compensation Committee is responsible for overseeing the Company’s overall human resources compensation program, including executive compensation, incentive plans,

benefit plans and equity plans. The Compensation Committee approves and oversees the administration of the Company’s material benefit plans, policies and programs, including all of the Company’s equity plans and incentive plans. The Compensation Committee also reviews and approves principal elements of total compensation for the Company’s executive officers and employment agreements for certain of the Company’s executive officers. Further, the Compensation Committee is responsible for reviewing and recommending the compensation of non-management directors to the full Board, as well as reviewing and

recommending directors’ and officers’ indemnification and insurance matters.

The Compensation Committee may delegate certain powers and functions with respect to employee benefit plans to the plan administration committee or to the respective plan administrators, or other appropriate committees or individuals, if such delegation is consistent with the Company’s overall compensation policies, provided that the Compensation Committee may not delegate the power to: (A) create, authorize, approve, amend and/or terminate any new or existing incentive compensation or equity-based plan in which members of senior management or directors participate; or (B) terminate, or substantially reduce or freeze benefits or future accruals under, any plan other than welfare benefit plans.

The Compensation Committee discusses, evaluates and reviews the Company’s policies and practices of compensating its employees, including non-executive officers, as they relate to risk management practices and risk-taking incentives and takes such action as the Compensation Committee deems necessary to limit risks relating to compensation. See “Corporate Governance — Board’s Role in Risk Oversight.”

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Nominating and Corporate Governance Committee

The Nominating Committee takes a leadership role in shaping corporate governance policies and practices, including recommending to the Board the Corporate Governance Guidelines applicable to the Company and monitoring the Company’s compliance with such policies, practices and guidelines. The Nominating Committee is also responsible for identifying individuals qualified to become Board members, recommending to the Board the director nominees to be considered for election at the next annual meeting of stockholders, and leading the Board in its annual review of the Board’s performance. The Nominating Committee’s policy with regard to director candidates submitted by stockholders is to consider such submissions in accordance with the procedures described under “Corporate Governance – Director Nomination Process.” Finally, the Nominating Committee is responsible for oversight of executive succession planning.

Director Compensation

The Compensation Committee, which consists solely of independent directors, is responsible for reviewing and considering any revisions to director compensation. The Board reviews the Compensation Committee’s recommendations and determines the amount of director compensation annually. Executive officers have no role in determining or recommending director compensation. The Board determined that compensation for independent directors should be a mix of cash and equity-based compensation. Directors who are employees of Primerica or Citi did not receive any fees or additional compensation for services as members of the Board or any committee in 2011. The interests of our independent directors are aligned with the interests of stockholders by linking a portion of their compensation to stock performance.

Annual Retainer

In fiscal 2011, independent directors received an annual retainer of $120,000, paid 50% in cash and 50% in restricted stock vesting over a three-year period. In addition, for fiscal 2011, the following cash payments were approved:

We pay the cash portion of the annual fee in quarterly installments. We do not pay meeting fees.

During a review of non-employee director compensation at peer group companies in late 2011, the Compensation Committee determined that the Company’s independent directors are paid aggregate annual fees that are below the median for the peer group. As a result, the Compensation Committee recommended, and the Board approved, an increase in director compensation for fiscal 2012. For fiscal 2012, non-employee directors will receive an annual retainer of $150,000, paid 50% in cash and 50% in restricted stock vesting over a three-year period. In addition, the Lead Director and the Chair of the Audit Committee each will receive $25,000, and the Chairs of the Compensation Committee and the Nominating Committee each will receive $15,000. Independent directors will also receive an annual fee of $10,000 for service on any committee for which they do not serve as Chair.

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Travel Expenses

The Company reimburses all directors for travel and other related expenses in connection with attending Board and committee meetings and Board-related activities.

Director Compensation Table

The following table shows fiscal 2011 compensation for our independent directors.

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Deferred Compensation

The Board adopted the Primerica, Inc. Nonemployee Directors’ Deferred Compensation Plan in November 2010, under which independent directors may elect to defer all or a portion of their directors’ fees. At the director’s option, the Company will convert all or a portion of his or her cash fees otherwise payable during a calendar quarter to deferred stock units equal in number to the maximum number of shares of the Company’s common stock, or fraction thereof (to the nearest one hundredth (1/100) of one share), which could be purchased with the dollar amount of such fees at the closing market price of the Company’s common stock on the first trading day of the following calendar quarter. These deferred stock units will be fully vested on such date.

At the director’s option, the Company credits the deferral account with deferred stock units equal in number to the number of restricted stock awards to which the director was otherwise entitled. Any deferred stock units that are issued upon deferral of restricted stock awards are subject to the same vesting provisions as the restricted stock awards themselves. The Company also credits the deferral account with deferred stock units equal in number to the maximum number of shares of the Company’s common stock, or fraction thereof (to the nearest one hundredth (1/100) of one share), which could have been purchased with the cash dividend, if any, which would have been payable had the participant received restricted stock awards to which he or she was otherwise entitled. The deferred stock units credited in lieu of the payment of dividends on restricted stock awards are fully vested on the dividend payment date.

The Company makes deferred payments, at the director’s election, within 60 days of termination of Board service or, in the case of an installment election, within 60 days of termination of Board service and up to five anniversaries of such date.

During fiscal 2011, Messrs. Benson and

McCullough participated in the Nonemployee Directors’ Deferred Compensation Plan.

Director Stock Ownership Guidelines

Our independent directors are required to own shares valued at three times their annual cash retainer. In August 2011, the Board increased the stock ownership guideline for independent directors from two times the annual cash retainer to comply with best practices. In determining compliance with these guidelines, stock ownership includes shares beneficially owned by the director (or by immediate family members) and unvested restricted stock and deferred stock units. The participants have five years from the date of their election to achieve the targeted level of stock ownership.

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EXECUTIVE COMPENSATION

The subsections within this Executive Compensation section are intended to be read together, and each section provides information not included in the others. For background information on the Compensation Committee and its responsibilities, see “Board of Directors — Committees of the Board — Compensation Committee.”

In this Executive Compensation section, the terms “we,” “our,” and “us” refer to management, the Company and, as applicable, the Compensation Committee.

Compensation Committee Report¹

The Compensation Committee participated in the preparation of the Compensation Discussion and Analysis and reviewed and discussed successive drafts with management. Following completion of this process, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and this Proxy Statement.

COMPENSATION COMMITTEE:

Michael E. Martin, Chair

Robert F. McCullough

Barbara A. Yastine

Compensation Committee Interlocks and Insider Participation

Each of Messrs. Benson, Martin and McCullough and Ms. Yastine served as a member of the Compensation Committee during all or a portion of fiscal 2011. None of the current or former members of the Compensation Committee is a former or current officer or employee of the Company or any of its subsidiaries.

Compensation Discussion and Analysis (“CD&A”)

Our fiscal 2011 named executive officers were:

Executive Summary

The Compensation Committee structured our executive compensation program to pay for performance and, over the long term, to provide compensation to our executive officers that is market competitive. Executive compensation for fiscal 2011 followed the arrangements established by the Compensation Committee during the year ended December 31, 2010 (“fiscal 2010”).

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Fiscal 2011 Highlights

Fiscal 2011 was Primerica’s first complete year as an independent public company following our IPO. Operating results were strong. Sales force numbers were mixed with licensing down but recruiting up compared to fiscal 2010. Our fiscal 2011 performance was highlighted by the following achievements:

Pay-for-Performance

The Compensation Committee structured our 2011 executive compensation program so that a meaningful percentage of compensation is tied to the achievement of challenging levels of Company performance and individual objectives. In addition to cash incentives being determined based on Company and individual performance objectives, the size of annual equity grants is also determined based on these performance results. Accordingly, we view both

cash and equity awards as performance-based elements of our compensation program, even though the equity awards that are granted have time-based vesting. Each named executive officer has a maximum permissible payout that is equal to a designated percentage of operating income before income taxes. The Compensation Committee then exercises negative discretion to determine the actual award based on certain performance objectives established at the beginning of the year. The table below sets forth the relative weighting of the corporate and individual performance components for fiscal 2011:

Corporate performance for fiscal 2011 was measured based on three separate objectives:

Our fiscal 2011 incentive compensation plan was structured to pay 100% of the corporate portion of the executives’ target bonus amounts if the weighted average of the Company’s results met the target level of performance. The plan can pay up to a maximum payout of 150% if performance significantly exceeds target or a minimum payout of 50% if performance meets a required threshold level. Based on the Company’s fiscal 2011 results described above,

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the Compensation Committee approved a corporate performance payout equal to 99.5% of the target bonus amount. The Compensation Committee balanced strong performance against individual objectives with weaker performance against the corporate sales force growth objective and determined to pay each named executive officer 100% of the individual portion of his or her target bonus amount.

To illustrate our pay-for-performance philosophy, the following charts reflect the mix of fixed vs. variable compensation for the Co-Chief Executive Officers and the other named executive officers (as a group) for fiscal 2011.

Co-Chief Executive Officers:

Other Named Executive Officers:

Questions and Answers Related to Our 2011 Executive Compensation

Compensation Program Objectives

Q: What are the objectives of the Company’s compensation program for its named executive officers?

A: Our executive compensation program was designed to achieve the following primary objectives:

Q: How did the May 2011 Say-on-Pay vote affect the subsequent decisions of the Compensation Committee?

A: In approving incentive compensation for fiscal 2011 performance and adopting a compensation program for fiscal 2012, the Compensation Committee considered the results of the advisory vote on executive compensation considered at the 2011 Annual Meeting of Stockholders. Because approximately 92.5% of votes cast approved the executive compensation program as described in the Company’s proxy statement for the 2011 Annual Meeting of Stockholders, the Compensation Committee did not make significant changes to the executive compensation program. However, in order to further align executive pay and company performance in 2012 and beyond, the Compensation Committee approved changes to the performance measures and relative weightings used to determine both cash and equity awards in 2012 and also changed the equity grant mix for executive officers from 100% restricted stock to 2/3 restricted stock and 1/3 stock options. See “– Fiscal 2012 Compensation — Have there been any other actions with respect to executive compensation since the end of fiscal 2011?”.

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Compensation Elements

Q: What are the elements of the Company’s executive compensation program and what purpose does each element serve?

A: The elements of Primerica’s compensation program for its named executive officers are described below.

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Q: How did the Company determine the amount for each element of compensation for its named executive officers?

A: As part of its decision-making process, the Compensation Committee reviewed and considered a variety of factors, including prior year compensation practices, contractual obligations, internal pay equity, historical and projected performance, and competitive practice information. See “– Did the Committee rely on peer group companies in setting compensation for the Company’s named executive officers?”. Base salaries for fiscal 2011 were specified in the employment agreements executed in August 2010.

In fiscal 2011, both cash and equity awards, which combined represent the majority of the compensation paid to our named executive officers, was variable as it was subject to corporate and individual performance. Fiscal 2011 incentive opportunities included cash and equity awards and were structured in terms of maximum permissible payouts corresponding with a specified percentage of operating income before income taxes.² For fiscal 2011, operating income before income taxes was $274.1 million. The table below sets forth the fiscal 2011 target cash and equity award incentive payments for our named executive officers, as well as each executive’s total target incentive award as a percentage of salary.

In determining the total incentive award for each named executive officer, the Compensation Committee considered corporate performance, the contribution of each named executive officer to the Company’s successes, the achievement of each named executive officer with respect to his or her individual performance objectives, and the overall performance of each named executive officer.

Corporate performance accounted for 75% of the incentive compensation for our Co-Chief Executive Officers and 60% of the incentive compensation for our other named executive officers. Operating income, operating revenue and the size of our life-licensed sales force comprised 50%, 25% and 25%, respectively, of the corporate performance factors. Individual performance accounted for 25% of the incentive compensation for our Co-Chief Executive Officers and 40% of the incentive compensation for our other named executive officers.

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The table below sets forth the fiscal 2011 actual incentive payments, as well as the maximum permissible payout for each named executive officer.

The table below sets forth the actual incentive award for each named executive officer as a percentage of target cash and target equity.

The Compensation Committee has discretion to determine if any portion of the annual cash incentive award in excess of the target award will be paid in restricted stock. Because the named executive officers received awards near target, the Compensation Committee did not award any portion of the cash incentive award in shares of restricted stock.

Q: What were the individual goals of the Company’s named executive officers for fiscal 2011?

A: Each named executive officer had individual performance objectives for fiscal 2011 that were approved by the Compensation Committee. These goals focused on the professional development of each named executive officer as well as certain non-financial objectives tied to the needs of the business.

Q: Did the Compensation Committee rely on peer group companies in setting compensation for the Company’s named executive officers?

A: The Compensation Committee reviewed peer analyses as part of its process of evaluating and setting compensation for the Company’s named executive officers. However, given the Company’s unique business model and recent separation from Citi, the Compensation

Committee did not seek to benchmark or set compensation at any specific level relative to the peer data. Instead, the Compensation Committee used this information primarily to

inform compensation plan design decisions and as a general reference point for pay levels.

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In late fiscal 2011, the Compensation Committee requested an independent review and assessment of the Company’s executive compensation program to further inform its

decisions regarding compensation arrangements for fiscal 2012. Pearl Meyer, the Compensation Committee’s independent compensation consultant, was directed by the Compensation Committee to:

In selecting peer companies, the Compensation Committee sought companies operating in similar industries (life insurance, financial services and direct marketing), with a similar business model (target customer, independent sales force and profitability) and similar size (revenue and market capitalization). This approach reflects the uniqueness and complexity of Primerica’s product and service mix, as opposed to focusing on a more narrow view of Primerica as a traditional life insurance company. Although not all selected peer companies fit all identified criteria, the Compensation Committee approved the following peer group for purposes of the executive compensation assessment:

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The peer group analysis was intentionally limited to aggregate named executive officer pay levels for five of the Company’s six named executive officers, as opposed to individual executive comparisons, due to the following considerations:

Based on the peer group assessment, the Compensation Committee’s independent consultant concluded that the Company’s target pay opportunities were positioned near the peer group median and that the target pay mix between fixed and variable pay was also comparable to our peers. The analysis also compared the Company’s cash and equity incentive plan with those of the peer companies, which revealed that the Company’s programs were generally consistent with peer companies except for a lower maximum award

opportunity as a percent of target for the cash incentive program (150% compared to 200% for many peers) and the absence of stock options as a form of equity award (which remains prevalent among peers). The Compensation Committee considered these analyses and findings as part of its overall decision-making process regarding fiscal 2012 compensation.

Q: Does Primerica provide for the clawback of the compensation of its named executive officers?

A: The Primerica, Inc. Amended and Restated 2010 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) provides that the Compensation Committee may require the reimbursement of cash or forfeiture of equity awards if the it determines that an award that was granted, vested or paid based on the achievement of performance criteria would have not been granted, vested or paid absent fraud or misconduct, an event giving rise to a restatement of the Company’s financial statements or a significant write-off not in the ordinary course affecting the Company’s financial statements. The clawback language will be expanded to the extent required by the SEC in a manner consistent with rules expected to be adopted in connection with The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Q: What other benefits does Primerica provide to its named executive officers?

A: As with other employees, our named executive officers are eligible to participate in our employee health benefit programs, including health and dental insurance plans, and a life insurance program on the same terms as regular employees. In addition, all employees receive dividends on unvested restricted stock, and regular employees are entitled to a Company match of employee contributions to our 401(k) plan.

Q: Are there any differences in compensation policies and programs with respect to individual named executive officers?

A: Our compensation policies are similar for all of our named executive officers except as described below.

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Equity Grants

Q: Did the Compensation Committee grant equity awards to the Company’s named executive officers in fiscal 2011?

A: In February 2011, the Compensation Committee granted equity awards to our named executive officers based on individual and Company performance in fiscal 2010. In February 2012, the Compensation Committee granted equity awards to our named executive officers based on individual and Company performance in fiscal 2011. Based on fiscal 2011 results, the corporate component of both cash incentives and equity awards were earned at 99.5% of target levels.

Q: How does the Compensation Committee determine grant dates for equity awards?

A: The Compensation Committee approves all stock awards to named executive officers. The grant date is the date the awards are approved by the Compensation Committee. We do not coordinate equity grants with the release of material information. Further, the Compensation Committee does not accelerate or delay equity grants in response to material information, nor does the Company delay the release of material information for any reason related to the granting of equity awards.

Fiscal 2012 Compensation

Q: Have there been any other actions with respect to executive compensation since the end of fiscal 2011?

A: Since the end of fiscal 2011, the Compensation Committee has determined the extent to which the Company achieved the fiscal 2011 performance objectives required to earn cash and equity incentive awards. Based in part on the competitive review process completed in fiscal 2011 and in consideration of the Company’s performance in fiscal 2011 and outlook for fiscal 2012, the Compensation Committee approved the following actions for fiscal 2012:

Post-Termination Compensation

Q: What retirement benefits does Primerica provide to its named executive officers?

A: All regular employees, including our named executive officers, are eligible to participate in our 401(k) plan. The Company matches employee contributions to our 401(k) plan at a rate of 100% on the first 4% of pay and 50%

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on the next 2% of pay. The Company has no deferred compensation plan or defined pension plan.

Q: Does the Company provide any of its named executive officers with post-termination compensation?

A: Yes, the Company has entered into employment agreements with each named executive officer that provides for severance and change of control benefits under specified circumstances. These agreements generally provide for payments and other benefits if the named executive officer’s employment terminates for a qualifying event or circumstance, such as being terminated without cause or leaving employment for good reason, as these terms are defined in the respective officer’s employment agreement. Upon a change of control (as defined in the agreements) of the Company, each named executive officer may terminate his or her employment for good reason. Additional information regarding the employment agreements is found under the heading “Executive Compensation — Employment Agreements with Named Executive Officers” below, and a quantification of benefits that would have been received by the named executive officers had termination occurred on December 31, 2011 is found under the heading “Executive Compensation — Potential Payments and Other Benefits Upon Termination or Change of Control”.

The Compensation Committee believes that these severance and change of control benefits are an important part of a competitive overall compensation arrangement for the named executive officers, are consistent with the objective of attracting, motivating and retaining highly talented executives and are important as a recruitment and retention device. The Compensation Committee also believes that change of control benefits will help to secure the continued employment and dedication of the named executive officers, mitigate concern that they might have regarding their continued employment prior to or following a change of control, and encourage independence and objectivity when considering possible transactions that may be in the best interests of our stockholders but may possibly result in the termination of their employment. Finally, the Compensation Committee believes that post-termination non-disclosure, non-competition and non-solicitation covenants to which the named executive officers have agreed in consideration for the Company providing these severance and change of control benefits are highly beneficial to the Company.

The Compensation Committee believes that the payment of specified multiples of base salary and target bonus and the accelerated vesting of restricted stock awards are consistent with competitive practices for positions at the level of the named executive officers. The potential amount of severance benefits an executive may receive in the event of a change of control did not influence the Compensation Committee’s decisions regarding other compensation elements due to the fact that a change of control may never occur during the named executive officer’s term of employment.

Stock Ownership Guidelines

Q: Does Primerica have stock ownership guidelines for its named executive officers?

A: Yes, we currently have the following stock ownership guidelines in place for our named executive officers:

In determining compliance with these guidelines, stock ownership includes shares beneficially owned by the participant (or by immediate family members) and unvested restricted stock. The participants have five years from the later of the date of the IPO or the date of their appointment or election to achieve the targeted level of stock ownership. Until the ownership guidelines are satisfied, the named executive officers are required to hold 75% of the net shares (after satisfying withholding for taxes) of awards from the Company’s equity-based incentive compensation program. To monitor compliance with these guidelines, the Compensation

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Committee annually reviews the stock ownership of the named executive officers. As of December 31, 2011, all named executive officers satisfied the stock ownership guidelines and, therefore, were not subject to additional holding periods.

Q: Do any named executive officers have pre-set trading plans?

A: As of December 31, 2011, each of our named executive officers was a party to a Rule 10b5-1 trading plan that provides for the sale by an independent broker-dealer of shares in order to fund taxes due upon the vesting of restricted shares. In addition, Ms. Rand and Messrs. Pitts and Schneider are each a party to a Rule 10b5-1 trading plan that provides for the sale of shares at certain designated prices or on certain designated dates. The purpose of such plans is to enable (i) shares to be sold by the named executive officers to fund taxes due upon the vesting of restricted shares and (ii) named executive officers to recognize the value of their compensation and diversify their holdings of the Company’s common stock during periods in which they would otherwise be unable to buy or sell such stock because important information about Primerica had not been publicly released.

Q: Does Primerica permit directors and named executive officers to purchase financial instruments that are designed to hedge or offset any decrease in the market value of the Company’s common stock?

A: Primerica’s insider trading policy provides that employees, officers and members of the Board and its subsidiaries, and their related persons, are prohibited from purchasing, selling or trading in options, warrants, puts and calls or similar instruments on the Company’s common stock or selling the Company’s common stock short. In addition, employees, officers and members of the Board, and their related persons, may not hold the Company’s securities in margin accounts.