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Primerica Inc

For the period ended May 8, 2024. Filed Mar 27, 2024.

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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.

May 8, 2024 · Filed Mar 27, 2024

PRI$290.58+0.6%Stored close · as of Nov 6, 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.

)

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

PRIMERICA, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

To Our Fellow Stockholders:

Our purpose is to create financially independent families. We remain committed to serving middle-income households throughout the United States and Canada and have created a culture that aligns the needs of our stockholders, clients, the independent sales force and our employees. During 2023, our Board of Directors continued to guide and oversee management in the creation of long-term stockholder value through effective and sustainable business strategies, performance-aligned compensation programs, a commitment to corporate ethics, valuing human capital and strong governance practices. We strongly encourage you to review the entire accompanying Proxy Statement, which provides an overview of the priorities of our Board and senior management.

Continued Alignment of Compensation and Performance

Our compensation philosophy includes a strong commitment to provide compensation programs that link executive pay to Company performance. The Compensation Committee of our Board reviews our executive compensation program with independent experts as part of its ongoing effort to appropriately align compensation with performance. As part of this effort, the Compensation Committee is focused on ensuring that our key executives are incentivized to execute on the strategic priorities of our Company. Please read a message from the Compensation Committee beginning on page 45 of the accompanying Proxy Statement.

Despite market challenges in 2023 due to the continued economic downturn and high inflation, the Company performed well. Further, our total stockholder return (which includes the payment and reinvestment of dividends) for fiscal 2023 and the five-year period from fiscal 2019 through fiscal 2023 was 47.1% and 125.1%, respectively. Please read a message from Glenn J. Williams, our Chief Executive Officer, in our 2023 Annual Report to Stockholders that accompanies the Proxy Statement.

Social Impact

For more than 45 years, our core business has centered on enabling access to financial information, products and services for traditionally underserved markets throughout the United States and Canada. By leveraging the independent sales force and our employees, we help middle-income families make informed financial decisions and provide them with a strategy and means to gain financial independence. The diversity of the independent sales force reflects the communities in which sales representatives live and work, and their recruitment of new sales representatives creates a cycle that enhances our impact on underrepresented markets. The products we provide – primarily term life insurance and a range of investment and savings products – help meet critical needs and put families on the path toward financial security. When families are empowered to make informed financial decisions, their households and the communities around them are positively impacted. For more information on the social impact of our business, see our 2023 Corporate Sustainability Report, which can be found in the Sustainability section of our investor relations website athttps://investors.primerica.com.

Cultivating a Strong Corporate Culture

Integrity and accountability are at the foundation of our culture, which contributes to Primerica’s long-term success. Senior management defines and shapes Primerica’s corporate culture and sets the expectations and tone for a work environment founded on integrity and a commitment to doing the right thing. As such, the Company is dedicated to promoting equality and an inclusive workplace that features open lines of communication and attracts and develops talented employees, with a focus on increasing diversity at the senior levels of our organization. Our Board shares this commitment and provides valuable oversight for the Company’s overall culture. Further, our Board collaborates with management to establish and communicate an ethical tone at the top, which guides employee and sales force conduct and helps protect Primerica’s reputation.

Valuing Human Capital

Our people are essential to our ability to deliver value to our stockholders. Employees remain highly satisfied with Primerica. We are proud that in 2024 and for the eleventh consecutive year, Primerica has been named by The Atlanta Journal-Constitution as a regional Top Workplace based on its annual top workplaces employee survey. In 2024, we were again nationally recognized on the Top Workplaces USA list by the employee engagement service partner that conducted the regional survey. Also in 2024 and for the first time, Forbes named us as one of America’s Best Midsize Employers. In June 2023, Newsweek named us as one of America’s Greatest Workplaces.

The diversity of experiences, backgrounds and ideas of our employees enables us to develop solutions that address the financial needs of our customers. We strive to build an inclusive working environment where people feel accepted, their ideas are welcomed, and they can make a positive impact on our business and the communities we serve. In 2023, Forbes again named Primerica to its list of America’s Best Employers for Women and we were again named to the Bloomberg Gender Equality Index. In 2024, Newsweek named us for the first time as one of America’s Greatest Workplaces for Diversity as well as one of America’s Greatest Workplaces for Women. You can learn more about the Company’s efforts to promote diversity, equality, inclusion and belonging among its employees beginning on page 17 of the accompanying Proxy Statement.

Leading Corporate Governance Practices

We are committed to strong governance practices, which we believe are important to our stockholders and protect the long-term vitality of Primerica. Our accountability to you is illustrated in many of the governance practices that are described in the accompanying Proxy Statement.

We strongly encourage all of our stockholders to vote promptly.

On behalf of our Board of Directors and management, we want to thank you for your continued support of, and confidence in, our Company.

Sincerely,

D. RICHARD WILLIAMSGARY L. CRITTENDEN
Non-Executive Chairman of the BoardLead Director

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Date and TimeMay 8, 2024, at 8:30 a.m., local time (the “Annual Meeting”)
PlaceThe Primerica Home Office located at 1 Primerica Parkway, Duluth, Georgia 30099
Items of Business•To elect the eleven directors nominated by our Board of Directors and named in the accompanying Proxy Statement (Proposal 1);
•To consider an advisory vote on executive compensation (Say-on-Pay) (Proposal 2);
•To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024 (Proposal 3); and
•To transact such other business as may properly come before the Annual Meeting and any adjournments thereof.
Record DateMarch 12, 2024. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.
Proxy VotingPlease vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save the expense and burden of additional solicitation.
E-Proxy ProcessWe are taking advantage of Securities and Exchange Commission rules allowing companies to furnish proxy materials to stockholders over the Internet. We believe that this “e-proxy” process expedites your receipt of proxy materials, while also lowering the costs and reducing the environmental impact of the Annual Meeting.

On or about March 27, 2024, we will mail a Notice of Internet Availability of Proxy Materials to holders of our common stock as of March 12, 2024, other than those holders who previously requested electronic or paper delivery of communications from us. Please refer to the Notice of Internet Availability of Proxy Materials, proxy materials e-mail or proxy card you received for information on how to vote your shares and to ensure that your shares will be represented and voted at the Annual Meeting even if you cannot attend.

Live Meeting WebcastWe expect to make available a live webcast of the Annual Meeting at our investor relations website at https://investors.primerica.com.

Possible Meeting by

Remote CommunicationIn the event it is not possible or advisable to hold our Annual Meeting in person due to public health concerns or other protocols, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our investor relations website at https://investors.primerica.com for updated information.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be Held on May 8, 2024. The Proxy Statement and the 2023 Annual Report to Stockholders are available free of charge atwww.proxyvote.com.

By Order of Our Board of Directors,

STACEY K. GEER

Executive Vice President, Chief Governance and Risk Officer

and Corporate Secretary

Duluth, Georgia

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.