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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 23, 2020 (June 19, 2020)
 
NATIONAL WESTERN LIFE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware   000-55522   47-3339380
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
 
10801 N. Mopac Expy Bldg 3
Austin, Texas   78759
(Address of Principal Executive Offices)   (Zip Code)
 
Registrant’s telephone number, including area code (512) 836-1010
 
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 (see General Instruction A.2. below):

☐  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 to be registered:   Trading Symbol   Name of each exchange on which each class is to be registered:
Class A Common Stock, $0.01 par value   NWLI   The NASDAQ Stock Market LLC

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 the chapter) or Rule 12-b2 of the Securities Exchange Act of 1934 (§240.12b-2 of the 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.

On June 19, 2020, National Western Life Group, Inc. (the "Company") held its Annual Meeting of Stockholders in Austin, Texas to consider and vote on the matters listed below. These matters are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A originally filed with the Securities and Exchange Commission on April 29, 2020. There were 3,436,020 shares of Class A common stock entitled to vote at the meeting and a total of 3,223,098 shares, or 93.8%, were present or represented by proxy at the meeting. In addition, there were 200,000 shares of Class B common stock entitled to vote at the meeting of which 100.0% of the shares were present or represented by proxy. Set forth below are the voting results for each proposal submitted to a vote of stockholders.

Proposal 1. Election of Directors

The Class A and Class B stockholders of the Company elected each of their respective director nominees nominated by the Company’s Board of Directors. The results of the voting were as follows:

Class A Director Nominee For Withheld
David S. Boone 2,441,123    476,273   
Stephen E. Glasgow 2,492,507    424,889   
E.J. Pederson 2,452,280    465,116   

Class B Director Nominee For Withheld
Ross R. Moody 200,000.00    —
Ann M. Moody 200,000.00    —
Charles D. Milos 200,000.00    —
Frances A. Moody-Dahlberg 200,000.00    —
E. Douglas McLeod 200,000.00    —
Dr. Thomas A. Blackwell 200,000.00    —

There were 305,702 broker non-votes for each Class A director nominee and none for each Class B director nominee. The individuals shown above were elected to serve as a director until the Company’s 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

Proposal 2. Ratification of Independent Registered Public Accounting Firm

The Class A and Class B stockholders of the Company ratified the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The results of the voting were as follows:

For Against Abstain
3,372,175    45,816    5,107   



Proposal 3. Non-Binding Advisory Vote To Approve The Compensation Of Our Named Executive Officers

The Class A and Class B stockholders of the Company approved the compensation of the name executive officers as set forth in the Company’s Definitive Proxy Statement. The results of the voting were as follows:

For Against Abstain
2,298,234    812,643    6,519   


SIGNATURE
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.
NATIONAL WESTERN LIFE GROUP, INC.
Date: June 23, 2020 /S/Brian M. Pribyl
Brian M. Pribyl
Senior Vice President,
Chief Financial Officer
and Treasurer


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