Primerica, Inc. (PRI) Earnings Call Transcript & Summary

Good morning, and welcome to the 2023 Annual Meeting of Stockholders of Primerica. I am Rick Williams, Chairman of the Board. I now call this meeting to order. I would like to introduce Ms. Deborah Baker, who the Board has appointed to act as our inspector of elections.

Good morning, and thank you, Mr. Williams.

Good morning. At this time, I would like to recognize our directors, all of whom are joining us by phone today: John Addison, CEO of Addison Leadership Group and former Co-Chief Executive Officer; Joel Babbit, Co-Founder and Chief Executive Officer of the Narrative Content Group; Amber Cottle, VP of Global Public Policy and Government Affairs, Social Impact and Sustainability and Risk and Compliance for Dropbox, Inc.; Gary Crittenden, a private investor and a former Managing Partner and Chairman of HGGC; Cynthia Day, the President and CEO of Citizens Bancshares Corporation and Citizens Trust Bank; Sanjeev Dheer, Founder and Chief Executive Officer of CENTRL, Inc.; Beatriz Perez, SVP and Chief Communications, Sustainability and Strategic Partnerships Officer for The Coca-Cola Company; Glenn Williams, the company's Chief Executive Officer; Barbara Yastine, former Chairman and CEO of Ally Bank. I would like to recognize George Benson, who has been our Director of the company since April 2010 and our Lead Director since February 2014. Mr. Benson will not be standing for election -- reelection, and we thank him for his years of distinguished service. Here with me is Stacey Geer, Executive Vice President, Deputy General Counsel, Chief Governance Officer and Corporate Secretary of the company, who will act as Secretary of this meeting. I would also like to recognize other senior executives who are also joining us by phone today. Peter Schneider is our President; Greg Pitts is our Executive Vice President and Chief Operating Officer; Alison Rand is our Executive Vice President and Chief Financial Officer. At this time, I am pleased to introduce Scott Stein and Paul Brenan of our independent registered public accounting firm, KPMG, both of whom are joining us in person. The inspector of elections has reported that holders of at least 91% of the outstanding shares of common stock as of the record date are present in person or represented by proxy. A quorum is present, and the meeting is duly convened. Each of you were provided with a copy of the agenda and the rules and procedures for today's meeting. According to Ms. Geer, notice of the meeting was distributed on or about April 6, 2023, to all stockholders of record on March 20, 2023. A list of all our stockholders of record as of that date is available for inspection by stockholders at any time during the meeting. There are 4 matters for consideration today. These matters are listed in the notice of annual meeting that is attached to the proxy statement. Under our bylaws, certain procedures must be followed for director nominations and other business proposals to be brought before the meeting. No nominations or other proposals have been received other than those described in the proxy statement. Therefore, nominations for directors are closed and no proposal other than those described in the proxy statement may come before the meeting. Only holders of the common stock on March 20, 2023, the record date for this meeting, or persons holding a valid proxy for such shares may address the meeting. If you are a record holder and you have voted by proxy, you do not need to complete a ballot in person at this meeting. If you wish to revoke a proxy previously submitted and vote in person or if you have not previously submitted a proxy and wish to vote in person, please raise your hand and a ballot will be brought to you. It is now 8:35 a.m., and the polls are now open for anyone who wants to cast a vote or change an earlier vote. [Voting]

Proposal 1, the election of directors. The stockholders will consider the proposal in our proxy statement to elect 10 directors to serve until the Annual Meeting of Stockholders in 2024. Information about each nominee is contained in the proxy statement, along with the recommendation of the Board for the election of our 10 nominees. Is there any discussion on the slate of directors? Please raise your hand, and I will call on you. I see there are no questions at this time. Proposal 2. The stockholders will consider the proposal on our proxy statement to approve, on an advisory basis, our executive compensation, say-on-pay. Is there any discussion on this proposal? Please raise your hand, and I will call on you. I see there are no questions at this time. Proposal 3. The stockholders will consider the proposal in our proxy statement to vote, on an advisory basis, the frequency of future advisory votes on executive compensation. Is there any discussion on this proposal? Please raise your hand, and I will call on you. I see there are no questions at this time. Proposal 4. The final item of business is consideration of a proposal to ratify the appointment by the Audit Committee of KPMG LLP as the company's independent registered public accounting firm to audit the financial statements, books and records of the company for the fiscal year ending December 31, 2023. Mr. Brenan of KPMG is available to answer questions. Is there any discussion on this proposal? Please raise your hand, and I will call on you. I see that there are no questions at this time. I hereby declare that the polls on the matters presented at this meeting are now closed as of 10:38 a.m. (sic) [ 08:38 a.m. ] today. The proxies will be held in the possession of the inspector of elections. The inspector of elections will now count the votes. We will now report on the results of the voting. Ms. Geer, do you have the preliminary report of the inspector?

Yes, I do. The inspector reports that more than 94% of the votes represented at this meeting have been voted for the election of each of the 10 directors recommended and nominated. More than 99% of the votes represented at this meeting have been voted on an advisory basis in favor of our executive compensation. 97% of the votes represented at this meeting have been voted on an advisory basis in favor of an annual say-on-pay vote. Over 99% of the votes represented at this meeting have been voted for the ratification of the appointment of KPMG as the company's independent registered public accounting firm for the 2023 fiscal year. The inspector will furnish me with a written report of the final vote count with respect to these matters, which will be included in the minutes of this meeting. Final results, including the results for each director nominee, will be included in a Form 8-K filed with the SEC within 4 business days, and it will be posted on our Investor Relations website.

Thank you, Ms. Geer. I declare the report of the inspector is approved and that based on the preliminary results, the nominees for directors have been duly elected, the advisory vote on executive compensation has been approved, the stockholders have approved, on an advisory basis, an annual vote on say-on-pay, and the appointment of KPMG for fiscal year 2023 has been ratified. I will now begin the general question-and-answer period. [Operator Instructions] Seeing no questions, I would like to again thank you for your support and continued confidence in Primerica. The 2023 Annual Meeting of Stockholders of Primerica, Inc. is hereby adjourned. The meeting is adjourned. Thank you.