GLOBE LIFE INC.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Mar 19, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
| ý | Filed by the Registrant |
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| ¨ | Filed by a Party other than the Registrant |
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
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| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ý | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ¨ | Fee paid previously with preliminary materials. |
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| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
March 19, 2026
To the Shareholders of GLOBE LIFE INC. (the Company):
Globe Life Inc.'s 2026 Annual Meeting of Shareholders (Annual Meeting) will be held in a virtual meeting format, via live audio webcast at 10:00am, Central Daylight Time, on Thursday, April 30, 2026. The Annual Meeting will be conducted using Robert’s Rules of Order and Globe Life Inc.'s Shareholders' Rights Policy. This policy is posted on the Company’s website athttps://investors.globelifeinsurance.comunder the Corporate Governance heading, or you may obtain a printed copy by writing to the Corporate Secretary at 7677 Henneman Way, McKinney, Texas 75070.
The accompanying Notice and Proxy Statement discuss proposals which will be submitted to a shareholder vote. If you have any questions or comments about the matters discussed in the Proxy Statement or about the operations of the Company, we will be pleased to hear from you.
It is important that your shares be voted at the Annual Meeting. Please mark, date, sign, and return your proxy or vote over the telephone or via the internet. If you attend the virtual Annual Meeting, you may change your vote during the meeting if you desire to do so.
We hope that you will take this opportunity to join us at the virtual Annual Meeting.
Sincerely,
J. Matthew DardenCo-Chairman and Chief Executive Officer
Frank M. SvobodaCo-Chairman and Chief Executive Officer
| Notice of 2026 Annual Meeting of Shareholders | |||
|---|---|---|---|
| Voting Proposals · Page · Meeting Details | |||
| 1 | Election of Directors | 5 | Date and TimeThursday, April 30, 202610:00am Central Daylight Time |
| 2 | Advisory Vote to Approve Executive Compensation | 36 | |
| Meeting Access and Information To access the meeting online, visitwww.virtualshareholdermeeting.com/GL2026 and enter the 16-digit control number included on your proxy card or voting instruction form.Meeting Information also may be found at https://investors.globelifeinsurance.comunder the Calls and Meetings heading. | |||
| 3 | Approval of Globe Life Inc. 2026 Incentive Plan | 72 | |
| 4 | Ratification of Appointment of Independent Registered Public Accounting Firm | 81 | |
| Shareholders will also transact any other business that properly comes before the meeting or any postponement or adjournment thereof. | |||
| Virtual Annual MeetingThe 2026 Annual Meeting will be held in a virtual meeting format, online via live audio webcast, to help facilitate attendance and participation by shareholders from any geographic location with internet connectivity.Shareholders will be able to participate in the virtual meeting, vote your shares electronically, and submit comments to management during the meeting (or questions in advance) in accordance with the Company's Shareholders' Rights Policy. If you are not a shareholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to vote or submit comments during the meeting. The meeting may be adjourned from time to time (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication) in any manner permitted by our By-laws. Notice of such adjourned meeting need not be given if the time, date and place thereof are (i) announced at the meeting, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable shareholders and proxyholders to participate in the meeting by means of remote communication, or (iii) set forth in a notice given in accordance with Section 222(a) of the Delaware General Corporation Law. Any business described in this notice may be transacted at any adjourned meeting. | Record DateThe close of business on Wednesday, March 4, 2026 is the record date for determining shareholders who are entitled to notice of, and to vote at, the Annual Meeting. | ||
| How to Vote Your vote is important. We urge you to vote and submit your proxy in advance of the virtual Annual Meeting. You are requested to mark, date, sign and return the enclosed form of proxy in the accompanying envelope, whether or not you expect to attend the meeting. You may also choose to vote your shares by internet or telephone. You may revoke your proxy at any time before it is voted at the meeting. If you are a beneficial shareholder (your shares are held in an account at a broker, bank or other similar organization), you must enter the 16-digit control number found on your voting instruction form in order to participate and vote in the meeting. Online access to the virtual meeting will begin at approximately 9:45am Central Daylight Time. | |||
| By Order of the Board of Directors | |||
| Christopher T. MooreCorporate Senior Vice President, Associate Counsel and Corporate Secretary | |||
| Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 30, 2026: The Company’s Proxy Statement and 2025 Annual Report are available at: https://investors.globelifeinsurance.com/annual-reports and www.proxyvote.com | |||
TABLE OF CONTENTS
| 1 | PROXY SUMMARY |
| 1 | Annual Meeting Information |
| 1 | Voting Proposals |
| 2 | Director Nominees |
| 3 | Director Nominees Snapshot |
| 3 | 2025 Performance Highlights |
| 3 | Governance Highlights |
| 4 | Executive Compensation Highlights |
| 5 | PROPOSAL NUMBER 1 – Election of Directors |
| 6 | Director Nominee Skills and Qualifications |
| 7 | Director Nominee Skills Matrix |
| 8 | Director Nominee Profiles |
| 20 | EXECUTIVE OFFICERS |
| 20 | CORPORATE GOVERNANCE |
| 20 | Director Independence Determinations |
| 21 | Leadership Structure |
| 22 | Board Oversight of Strategy |
| 22 | Board Oversight of Risk |
| 25 | Board Oversight of Sustainability |
| 26 | Governance Guidelines and Codes of Ethics |
| 26 | Insider Trading Policy |
| 27 | Shareholder Engagement |
| 27 | Communications with the Board of Directors |
| 27 | Executive Sessions of the Board |
| 27 | Board and Annual Shareholder Meeting Attendance |
| 27 | Committees of the Board of Directors |
| 30 | Risk Assessment of Compensation Policies and Practices |
| 30 | Succession Planning and Leadership Development |
| 31 | Qualifications of Directors |
| 32 | Board Diversity |
| 32 | Director Identification and Evaluation Procedures |
| 33 | Procedures for Director Nominations by Shareholders |
| 33 | Sustainable Business Practices |
| 36 | PROPOSAL NUMBER 2 – Advisory Vote on Executive Compensation |
| 37 | COMPENSATION DISCUSSION AND ANALYSIS |
| 37 | Executive Summary |
| 41 | Our Structure for Setting Executive Compensation |
| 45 | Elements of Compensation |
| 49 | Other Compensation Practices and Policies |
| 53 | COMPENSATION COMMITTEE REPORT |
| 53 | EXECUTIVE COMPENSATION |
| 53 | Summary Compensation Table |
| 55 | 2025 Grants of Plan-Based Awards |
| 56 | Outstanding Equity Awards at Fiscal Year-End 2025 |
| 58 | Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2025 |
| 59 | Pension Benefits at December 31, 2025 |
| 60 | Potential Payments upon Termination or Change in Control |
| 66 | Pay Versus Performance |
| 70 | CEO Pay Ratio |
| 71 | DIRECTOR COMPENSATION PHILOSOPHY |
| 71 | PAYMENTS TO DIRECTORS |
| 72 | 2025 DIRECTOR COMPENSATION |
| 72 | PROPOSAL NUMBER 3 – Approval of Globe Life Inc. 2026 Incentive Plan |
| 79 | RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS |
| 79 | DELINQUENT SECTION 16(a) REPORTS |
| 80 | STOCK OWNERSHIP |
| 81 | PRINCIPAL SHAREHOLDERS |
| 81 | PROPOSAL NUMBER 4 – Approval of Auditors |
| 82 | AUDIT COMMITTEE REPORT |
| 83 | PRINCIPAL ACCOUNTING FIRM FEES |
| 83 | PRE-APPROVAL POLICY FOR ACCOUNTING FEES |
| 84 | PROCEDURAL MATTERS |
| 84 | Solicitation of Proxies |
| 84 | Record Date, Voting Stock and Quorum |
| 85 | Required Vote on Proposals |
| 85 | OTHER BUSINESS |
| 86 | MISCELLANEOUS INFORMATION |
| 86 | Shareholder Proposals and Director Nominations for our 2027 Annual Meeting |
| 86 | General |
| A-1 | APPENDIX A – NON-GAAP RECONCILIATION |
| B-1 | APPENDIX B – GLOBE LIFE INC. 2026 INCENTIVE PLAN |
| NOTE: The Company cautions you that this Proxy Statement may contain forward-looking statements within the meaning of the federal securities law. These prospective statements reflect management's current expectations, but are not guarantees of future performance. Accordingly, please refer to the Company's cautionary statement regarding forward-looking statements and the business environment in which the Company operates, contained in the Company's Form 10-K for the period ended December 31, 2025, found on file with the Securities and Exchange Commission. The Company specifically disclaims any obligation to update or revise any forward-looking statement because of new information, future developments, or otherwise. | |
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The Company Behind the Coverage
Globe Life is a conservatively managed financial services holding company that provides life and supplemental health insurance protection to the underserved lower and middle-income market.
Our basic protection products are distributed to individual and worksite markets throughout the United States, and to individual markets in Canada and New Zealand. Distribution is primarily through exclusive agency and direct-to-consumer channels.
Our Purpose
Since our roots began in 1900, our purpose has been to help families Make Tomorrow Better by working to protect their financial future. Globe Life is committed to doing what is right and fair for our customers, employees, agents, and the communities we serve. Our foundation is built on shared values that guide our actions and support an inclusive and collaborative environment across the Company.
Our shared values:
| Accountability | Integrity | Service | Support |
|---|
Our Strategy
Globe Life is focused on disciplined execution of its financial and operational strategies while capitalizing on opportunities for sustainable growth. This approach supports long-term shareholder value and helps ensure we can fulfill our commitments to customers.
Our business model includes the following:
Efficient cost structure: Operating at a low cost per unit supports profitability and is not easily replicated by competitors.
Consistent excess cash flow generation: The size, profitability and strong persistency of our inforce block generate excess cash flow year after year.
Prudent financial and risk management: A disciplined approach to risk management helps protect the balance sheet across a range of market conditions.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.