Business Context and Reporting Period
Company: Primerica, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 15, 2017
Event: The Board of Directors approved amendments to and a restatement of the Company's Amended and Restated By-Laws, effective November 15, 2017.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document is a corporate governance report regarding By-Law amendments.
Material Changes
The primary material change is the adoption of new By-Laws to implement proxy access and make other clarifying changes:
- Proxy Access: A new Section 7 was added to Article II of the By-Laws.
- Eligibility: A stockholder or group of up to twenty stockholders owning 3% or more of outstanding common stock continuously for at least three years may nominate directors.
- Nomination Limits: Eligible stockholders may nominate up to the greater of two individuals or 20% of the Board.
- Other Changes: Non-substantive, ministerial, clarifying, and conforming changes were made throughout the By-Laws.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, risk factors, contingencies, or discussion of unusual items. The summary of changes is qualified by reference to the full text of the Amended and Restated By-Laws attached as Exhibit 3.1.
Key Facts for Investor Verification
- Verify the specific eligibility requirements and procedural rules for proxy access nominations in the attached Exhibit 3.1 (Amended and Restated By-Laws).
- Confirm the effective date of the By-Law amendments is November 15, 2017.
- Note that this filing does not impact the Company's financial position or operating results.