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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 14, 2025

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Primerica, Inc.

(Exact name of registrant as specified in its charter)


Delaware


001-34680


27-1204330

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

1 Primerica Parkway

Duluth, Georgia 30099

(Address of principal executive offices, and Zip Code)

 

 

 

 

 

 

 

(770) 381-1000

(Registrant’s telephone number, including area code)

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

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

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

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

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

PRI

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


 



 

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2025 annual stockholders’ meeting on May 14, 2025. There were 33,091,557 shares of common stock outstanding and entitled to be voted, and 29,923,787 of those shares (approximately 90% of the outstanding shares) were represented in person or by proxy, at the Annual Meeting.

Proposal 1: The following nominees were elected by majority vote to serve on the Board of Directors:

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

John A. Addison, Jr.

 

28,092,923

 

453,906

 

12,345

 

1,364,613

Joel M. Babbit

 

28,104,837

 

438,703

 

15,634

 

1,364,613

Amber L. Cottle

 

28,371,277

 

171,030

 

16,867

 

1,364,613

Gary L. Crittenden

 

28,147,144

 

395,729

 

16,301

 

1,364,613

Cynthia N. Day

 

25,786,496

 

2,755,762

 

16,916

 

1,364,613

Sanjeev Dheer

 

28,536,240

 

4,839

 

18,095

 

1,364,613

Beatriz R. Perez

 

26,746,392

 

1,795,000

 

17,782

 

1,364,613

D. Richard Williams

 

27,853,376

 

692,272

 

13,526

 

1,364,613

Glenn J. Williams

 

28,172,563

 

374,419

 

12,192

 

1,364,613

Darryl L. Wilson

 

28,295,879

 

245,778

 

17,517

 

1,364,613

Barbara A. Yastine

 

27,723,396

 

818,519

 

17,259

 

1,364,613

Proposal 2: An advisory vote on executive compensation (Say-on-Pay) was approved.

For

 

Against

 

Abstain

 

Broker Non-Votes

27,545,583

 

976,809

 

36,782

 

1,364,613

Proposal 3: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified.

For

 

Against

 

Abstain

 

Broker Non-Votes

29,800,969

 

101,393

 

21,425

 

N/A

The information provided pursuant to Items 5.07 is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent expressly set forth by specific reference in any such filings.

 

 

 

 

 

 

 

 

 

 

 

 

 


 



 

SIGNATURES

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

 

Dated: May 15, 2025

 

PRIMERICA, INC.

By:

  /s/ Stacey K. Geer

 

Stacey K. Geer

Executive Vice President, Chief Governance and Risk Officer and Deputy General Counsel