Business Context and Reporting Period
This Form 8-K reports on the results of Primerica, Inc.'s 2019 Annual Stockholders' Meeting held on May 16, 2019. The company is incorporated in Delaware and its common stock trades on the New York Stock Exchange under the symbol PRI.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
There were 42,454,292 shares of common stock outstanding entitled to vote. A total of 39,821,365 shares (93.8% of outstanding shares) were represented at the meeting.
Proposal 1: Election of Directors
All ten nominees were elected to the Board of Directors by majority vote. The voting breakdown for each nominee is as follows:
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| John A. Addison, Jr. | 34,814,099 | 1,784,642 | 3,212,633 |
| Joel M. Babbit | 36,488,165 | 105,548 | 3,212,633 |
| P. George Benson | 36,481,418 | 107,846 | 3,212,633 |
| C. Saxby Chambliss | 34,166,379 | 2,422,458 | 3,212,633 |
| Gary L. Crittenden | 36,470,924 | 124,040 | 3,212,633 |
| Cynthia N. Day | 35,062,109 | 1,532,857 | 3,212,633 |
| Beatriz R. Perez | 36,442,512 | 152,596 | 3,212,633 |
| D. Richard Williams | 34,816,746 | 1,779,705 | 3,212,633 |
| Glenn J. Williams | 36,357,144 | 241,878 | 3,212,633 |
| Barbara A. Yastine | 36,451,431 | 143,820 | 3,212,633 |
Proposal 2: Say-on-Pay
The advisory vote on executive compensation was approved.
- For: 36,491,903
- Against: 96,064
- Abstain: 20,765
- Broker Non-Votes: 3,212,633
Proposal 3: Ratification of Auditors
The appointment of KPMG LLP as the independent registered public accounting firm for fiscal 2019 was ratified.
- Votes For: 39,636,639
- Votes Against: 167,845
- Abstentions: 16,881
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Shareholder participation was high, with 93.8% of outstanding shares represented at the meeting.
- All director nominees received majority support, though C. Saxby Chambliss received the highest number of "Withheld" votes (2,422,458) among the nominees.
- The Say-on-Pay proposal passed with overwhelming support (approximately 97.4% of votes cast).
- KPMG LLP was ratified as the auditor for fiscal 2019 with approximately 95.9% of votes cast in favor.
- Broker non-votes totaled 3,212,633 shares for the director election and Say-on-Pay proposals.