UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUAN TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): May 17, 2023

Primerica, Inc.

(Exact name of registrant as specified in its charter)

(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:

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

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 2023 annual stockholders’ meeting on May 17, 2023. There were 36,504,981 shares of common stock outstanding and entitled to be voted, and 33,489,904 of those shares (91.74% 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:

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

Proposal 3: An advisory vote on stockholder preference of the frequency of the Say-on-Pay Vote (Say-When-on-Pay) was in favor of an annual vote. The Board of Directors has determined to follow stockholder preference and include an advisory Say-on-Pay vote in the annual proxy statement.

Proposal 4: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2023 was ratified.

Item 7.01. Regulation FD Disclosure

At a meeting of the Board of Directors of Primerica, Inc. (the “Board”) held on May 17, 2023, the Board appointed Gary L. Crittenden to serve as Lead Director of the Board for a term that ends on the date of the 2024 annual meeting of stockholders or until the appointment of his successor.

The information provided pursuant to Items 5.07 and 7.01 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.