Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): May 18, 2011

 

 

PRIMERICA, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-34680   27-1204330

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

3120 Breckenridge Blvd.

Duluth, Georgia 30099

(Address of Principal Executive Offices)

(770) 381-1000

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its 2011 annual stockholders’ meeting on May 18, 2011. The following is a summary of the proposals that were submitted to the stockholders either for approval or for advisory vote and a tabulation of votes with respect to each proposal:

Proposal 1

Election to a three year term as directors of the Company the two nominees named in the proxy statement.

 

Nominee

   Votes For    Votes Withheld

John A Addison, Jr.

   62,278,530    199,559

Robert F. McCullough

   62,180,877    297,212

There were 5,459,710 broker non-votes for each director on this proposal.

Proposal 2

Approval of an amendment to the Primerica, Inc. Omnibus Incentive Plan to increase the number of shares available for issuance under the plan from 8,800,000 to 10,800,000.

 

Votes For    Votes Against    Abstentions    Broker Non-Votes
61,199,689    1,261,884    16,516    5,459,710

Proposal 3

Ratification of the appointment of KPMG as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2011.

 

Votes For    Votes Against    Abstentions
67,861,411    43,363    33,025

Proposal 4

Advisory vote on executive compensation (“Say-on-Pay”).

 

Votes For    Votes Against    Abstentions    Broker Non-Votes
57,783,633    4,666,099    28,357    5,459,710

 

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Proposal 5

Advisory vote on the frequency of the Say-on-Pay vote in the future (“Say-When-on-Pay”).

 

Votes For One Year    Votes For Two Years    Votes For Three Years    Abstentions
6,399,516    67,510    55,986,448    24,615

In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Board has determined that the Company will hold an advisory say on pay vote every three years.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 19, 2011   PRIMERICA, INC.
   

/s/ Peter W. Schneider

    Peter W. Schneider
    Executive Vice President and General Counsel

 

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