UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 24, 2023 (February 22, 2023)
GLOBE LIFE INC.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
| Delaware | | 001-08052 | | 63-0780404 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (I.R.S. Employer ID No.) |
3700 South Stonebridge Drive, McKinney, Texas 75070
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 569-4000
N/A
(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:
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| ☐ | 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 | Trading symbol(s) | Name of each exchanged on which registered |
| Common Stock, $1.00 par value per share | GL | New York Stock Exchange |
| 4.250% Junior Subordinated Debentures | GL PRD | New York Stock Exchange |
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):
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| | | | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Other Officers.
(d) On February 22, 2023, pursuant to the By-Laws of Globe Life Inc. (the "Company"), the Board of Directors (the "Board") of the Company voted to expand the number of directors to fourteen persons as of such date. The Board appointed Alice S. Cho and David A. Rodriguez to fill the newly-created directorships. Ms. Cho and Mr. Rodriguez will each serve for an initial term commencing on February 22, 2023 and expiring at the April 27, 2023 Annual Meeting of Shareholders. There were no understandings or arrangements pursuant to which Ms. Cho or Mr. Rodriguez were selected as directors.
Having been determined by the Board to be "independent" pursuant to NYSE rules and additional Company criteria, Ms. Cho was named to serve on the Audit Committee of the Board and Mr. Rodriguez was named to serve on the Governance and Nominating Committee of the Board.
Ms. Cho and Mr. Rodriguez will be compensated for their service as directors pursuant to the Amended Globe Life Inc. 2018 Non-Employee Director Compensation Plan (the "Plan"), a sub-plan of the Globe Life Inc. 2018 Incentive Plan. Pursuant to the Plan, each newly-elected director will receive an annual cash retainer of $100,000 prorated for the period of his or her service (unless a timely election is made to receive an equivalent amount of restricted stock, restricted stock units, or stock options) and an annual equity retainer allowing him or her to elect to receive $170,000 of restricted stock, restricted stock units, or stock options prorated for the period of his or her service. As a member of the Audit Committee, Ms. Cho will also receive an annual cash Audit Committee member retainer of $12,500 (prorated for the period of her service). There are no transactions or currently proposed transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K involving Ms. Cho or Mr. Rodriguez.
On February 22, 2023, Darren M. Rebelez notified the Board of his intention to retire as a director of the Company at the Annual Meeting of Shareholders on April 27, 2023, and not stand for re-election. Mr. Rebelez’s departure from the Board was not a result of a disagreement with the Company on any matters related to its operations, policies, or practices.
SIGNATURES
Pursuant to the requirements of the Securities and 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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| Date: February 24, 2023 | | GLOBE LIFE INC. |
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| | /s/ Christopher T. Moore |
| | Christopher T. Moore
Corporate Senior Vice President,
Associate Counsel and Corporate Secretary |
