NATIONAL WESTERN LIFE GROUP, INC. (NASDAQ:NWLI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 23, 2017, National Western Life Group, Inc. (the
“Company”) held its Annual Meeting of Stockholders in Galveston,
Texas to consider and vote on the matters listed below. These
matters are described in detail in the Companys Definitive Proxy
Statement on Schedule 14A originally filed with the Securities and
Exchange Commission on April 28, 2017. There were 3,436,166 shares
of Class A common stock entitled to vote at the meeting and a total
of 3,232,509 shares, or 94.1%, 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.
“Company”) held its Annual Meeting of Stockholders in Galveston,
Texas to consider and vote on the matters listed below. These
matters are described in detail in the Companys Definitive Proxy
Statement on Schedule 14A originally filed with the Securities and
Exchange Commission on April 28, 2017. There were 3,436,166 shares
of Class A common stock entitled to vote at the meeting and a total
of 3,232,509 shares, or 94.1%, 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 Companys Board
of Directors. The results of the voting were as follows:
their respective director nominees nominated by the Companys Board
of Directors. The results of the voting were as follows:
|
Class A Director Nominee
|
|
For
|
|
Withheld
|
||
|
|
|
|
|
|
||
|
David S. Boone
|
|
2,774,180
|
|
67,603
|
||
|
Stephen E. Glasgow
|
|
2,772,405
|
|
69,378
|
||
|
E.J. Pederson
|
|
2,735,723
|
|
106,060
|
|
Class B Director Nominee
|
|
For
|
|
Withheld
|
|
|
|
|
|
|
|
|
|
Ross R. Moody
|
|
200,000
|
|
–
|
|
|
Ann M. Moody
|
|
200,000
|
|
–
|
|
|
Charles D. Milos
|
|
200,000
|
|
–
|
|
|
Frances A. Moody-Dahlberg
|
|
200,000
|
|
–
|
|
|
E. Douglas McLeod
|
|
200,000
|
|
–
|
|
|
Louis E. Pauls, Jr.
|
|
200,000
|
|
–
|
There were 390,726 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 Companys
2018 Annual Meeting of Stockholders or until their respective
successors are duly elected and qualified.
nominee and none for each Class B director nominee. The individuals
shown above were elected to serve as a director until the Companys
2018 Annual Meeting of Stockholders or until their respective
successors are duly elected and qualified.
Proposal 2. Ratification of Independent Registered Public
Accounting Firm
Accounting Firm
The Class A and Class B stockholders of the Company ratified the
appointment of BKD, LLP as the Companys independent registered
public accounting firm for the year ending December 31, 2017. The
results of the voting were as follows:
appointment of BKD, LLP as the Companys independent registered
public accounting firm for the year ending December 31, 2017. The
results of the voting were as follows:
|
For
|
|
Against
|
|
Abstain
|
|||
|
|
|
|
|
|
|||
|
3,387,358
|
|
21,983
|
|
23,168
|
Proposal 3. Approval, on an Advisory Basis, of the Compensation of
Named Executive Officers
Named Executive Officers
The Class A and Class B stockholders of the Company approved the
compensation of named executive officers as set forth in the
Company’s Definitive Proxy Statement. The results of the voting
were as follows:
compensation of named executive officers as set forth in the
Company’s Definitive Proxy Statement. The results of the voting
were as follows:
|
For
|
|
Against
|
|
Abstain
|
|||
|
|
|
|
|
|
|||
|
2,457,409
|
|
570,553
|
|
13,821
|
Proposal 4. Approval, on an Advisory Basis, on Frequency of Future
Advisory Voting on Executive Compensation
Advisory Voting on Executive Compensation
The Class A and Class B stockholders of the Company approved, on a
non-binding advisory basis, the proposal to hold future advisory
votes to approve the compensation of the Company’s named executive
officers every three years. The results of the voting were as
follows:
non-binding advisory basis, the proposal to hold future advisory
votes to approve the compensation of the Company’s named executive
officers every three years. The results of the voting were as
follows:
|
3 Years
|
|
2 Years
|
|
1 Year
|
|
Abstain
|
||||
|
|
|
|
|
|
|
|
||||
|
1,928,823
|
|
2,897
|
|
1,096,596
|
|
13,467
|
|
|
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