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): April 29, 2019 (April 25, 2019)
TORCHMARK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE | 001-08052 | 63-0780404 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer ID No.) | ||
3700 South Stonebridge Drive, McKinney, Texas 75070
(Address of principal executive offices)
Registrant’s telephone number, including area code: (972) 569-4000
None
(Former name or former address, if changed since last report)
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common Stock, $1.00 par value per share | TMK | New York Stock Exchange | ||
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
(a) Not applicable.
(b) David L. Boren and Paul J. Zucconi retired from the Torchmark Corporation Board of Directors immediately prior to the Annual Meeting of Shareholders on April 25, 2019.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) Annual Meeting of Shareholders held April 25, 2019.
(b) Proposals:
Proposal I - Election of Directors for One-Year Terms
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||
1.1 Charles E. Adair | 79,471,471 | 2,781,146 | 187,811 | 15,259,844 | ||||
1.2 Linda L. Addison | 82,228,221 | 64,998 | 147,209 | 15,259,844 | ||||
1.3 Marilyn A. Alexander | 81,581,973 | 669,514 | 188,941 | 15,259,844 | ||||
1.4 Cheryl D. Alston | 82,146,175 | 125,845 | 168,408 | 15,259,844 | ||||
1.5 Jane M. Buchan | 79,874,723 | 2,397,961 | 167,744 | 15,259,844 | ||||
1.6 Gary L. Coleman | 76,989,512 | 4,795,059 | 655,857 | 15,259,844 | ||||
1.7 Larry M. Hutchison | 77,062,317 | 4,721,038 | 657,073 | 15,259,844 | ||||
1.8 Robert W. Ingram | 79,588,318 | 2,664,274 | 187,836 | 15,259,844 | ||||
1.9 Steven P. Johnson | 82,204,399 | 47,974 | 188,055 | 15,259,844 | ||||
1.10 Darren M. Rebelez | 81,553,719 | 699,625 | 187,084 | 15,259,844 | ||||
1.11 Lamar C. Smith | 79,525,590 | 2,725,864 | 188,974 | 15,259,844 | ||||
1.12 Mary E. Thigpen | 82,199,273 | 53,846 | 187,309 | 15,259,844 | ||||
Proposal II - Ratification of Deloitte & Touche LLP as Independent Auditor for 2019
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||
Deloitte and Touche LLP | 96,028,939 | 1,511,302 | 160,031 | — | ||||
Proposal III - Advisory Approval of 2018 Executive Compensation (Annual "Say-on-Pay")
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||
2018 Executive Compensation | 77,322,629 | 4,826,297 | 291,385 | 15,259,961 | ||||
(c) Not applicable.
(d) Torchmark will include a shareholder vote on the compensation of executives in its proxy materials each year until the next required vote on the frequency with which shareholders will vote on the compensation of executives as disclosed in proxy statements, which will occur in 2023.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TORCHMARK CORPORATION | ||||
Date: April 29, 2019 | ||||
/s/ Carol A. McCoy | ||||
Carol A. McCoy, Vice President, Associate Counsel and Corporate Secretary | ||||