Current Report Filing (8-k)
June 23 2020 - 12:54PM
Edgar (US Regulatory)
0001635984false00016359842020-06-232020-06-23
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)
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Delaware |
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000-55522 |
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47-3339380 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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10801 N. Mopac Expy Bldg 3 |
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Austin, |
Texas |
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78759 |
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(Address of Principal Executive Offices) |
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(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:
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Title of each class to be registered: |
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Trading Symbol |
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Name of each exchange on which each class is to be
registered: |
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Class A Common Stock, $0.01 par value |
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NWLI |
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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:
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Class A Director Nominee |
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For |
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Withheld |
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David S. Boone |
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2,441,123 |
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476,273 |
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Stephen E. Glasgow |
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2,492,507 |
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424,889 |
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E.J. Pederson |
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2,452,280 |
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465,116 |
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Class B Director Nominee |
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For |
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Withheld |
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Ross R. Moody |
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200,000.00 |
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— |
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Ann M. Moody |
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200,000.00 |
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— |
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Charles D. Milos |
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200,000.00 |
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— |
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Frances A. Moody-Dahlberg |
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200,000.00 |
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— |
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E. Douglas McLeod |
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200,000.00 |
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— |
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Dr. Thomas A. Blackwell |
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200,000.00 |
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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:
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For |
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Against |
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Abstain |
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3,372,175 |
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45,816 |
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5,107 |
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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:
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For |
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Against |
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Abstain |
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2,298,234 |
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812,643 |
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6,519 |
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SIGNATURE |
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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. |
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NATIONAL WESTERN LIFE GROUP, INC. |
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Date: June 23, 2020 |
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/S/Brian M. Pribyl |
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Brian M. Pribyl |
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Senior Vice President, |
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Chief Financial Officer |
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and Treasurer |
National Western Life (NASDAQ:NWLI)
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