Primerica (NYSE: PRI) investors approve directors, pay plan and KPMG

Rhea-AI Filing Summary

Primerica, Inc. reported results from its 2026 annual stockholders’ meeting held on May 21, 2026. Of 31,397,082 common shares entitled to vote, 28,535,980 were represented, about 91% turnout. All nine director nominees were elected by majority vote. Stockholders also approved the advisory Say-on-Pay vote on executive compensation, with 26,914,943 votes for and 403,201 against, and ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 28,402,788 votes for and 100,926 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 31,397,082 shares Shares represented: 28,535,980 shares (~91%) Say-on-Pay votes for: 26,914,943 votes +4 more

7 metrics

Shares entitled to vote 31,397,082 shares Common stock outstanding and entitled to vote at 2026 annual meeting

Shares represented 28,535,980 shares (~91%) Shares present in person or by proxy at the 2026 annual meeting

Say-on-Pay votes for 26,914,943 votes Advisory vote on executive compensation at 2026 annual meeting

Say-on-Pay votes against 403,201 votes Advisory vote on executive compensation at 2026 annual meeting

Auditor ratification votes for 28,402,788 votes Ratification of KPMG LLP as independent registered public accounting firm for 2026

Auditor ratification votes against 100,926 votes Ratification of KPMG LLP as independent registered public accounting firm for 2026

Broker non-votes on Say-on-Pay 1,184,476 votes Broker non-votes recorded on executive compensation advisory proposal

Key Terms

broker non-votes, Say-on-Pay, independent registered public accounting firm, Emerging growth company, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 26,914,943 | | 403,201 | | 33,360 | | 1,184,476"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Say-on-Pay financial

"Proposal 2: An advisory vote on executive compensation (Say-on-Pay) was approved."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accounting firm financial

"The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Emerging growth company regulatory

"Emerging growth company  Item 5.07. Submission of Matters to a Vote of Security Holders."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Section 18 of the Securities Exchange Act of 1934 regulatory

"shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended"

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Understanding 8-K Material Events →

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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): May 21, 2026

Primerica, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-34680		27-1204330
(State or other jurisdiction of incorporation)			(Commission File Number)		(IRS Employer Identification No.)
			1 Primerica Parkway Duluth, Georgia 30099
	(Address of principal executive offices, and Zip Code)

(770) 381-1000

(Registrant’s telephone number, including area code)

(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:

☐	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 exchange on which registered
Common Stock	PRI	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).

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 5.07. Submission of Matters to a Vote of Security Holders.

Primerica, Inc. (the “Company”) held its 2026 annual stockholders’ meeting (the “Annual Meeting”) on May 21, 2026. There were 31,397,082 shares of common stock outstanding and entitled to be voted, and 28,535,980 of those shares (approximately 91% of the outstanding shares) were represented in person or by proxy, at the Annual Meeting.

Proposal 1: The following nominees were elected by majority vote to serve on the Board of Directors:

Nominee		For		Against		Abstain		Broker Non-Votes
John A. Addison, Jr.		26,817,258		512,490		21,756		1,184,476
Joel M. Babbit		26,874,390		459,525		17,589		1,184,476
Amber L. Cottle		27,016,062		312,528		22,914		1,184,476
Cynthia N. Day		25,110,328		2,220,778		20,398		1,184,476
Sanjeev Dheer		27,294,427		40,170		16,907		1,184,476
D. Richard Williams		26,364,898		964,215		22,391		1,184,476
Glenn J. Williams		27,048,998		280,624		21,882		1,184,476
Darryl L. Wilson		26,979,554		350,827		21,123		1,184,476
Barbara A. Yastine		26,483,751		847,445		20,308		1,184,476

Proposal 2: An advisory vote on executive compensation (Say-on-Pay) was approved.

For		Against		Abstain		Broker Non-Votes
26,914,943		403,201		33,360		1,184,476

Proposal 3: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.

For		Against		Abstain		Broker Non-Votes
28,402,788		100,926		32,266		N/A

The information provided pursuant to Item 5.07 is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent expressly set forth by specific reference in any such filings.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 27, 2026		PRIMERICA, INC.
	By:	/s/ Stacey K. Geer
		Stacey K. Geer
		Executive Vice President, Chief Governance and Risk Officer and Deputy General Counsel

FAQ

What did Primerica (PRI) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing nine directors, approving an advisory Say-on-Pay resolution on executive compensation, and ratifying KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

What was shareholder turnout at Primerica (PRI)’s 2026 annual meeting?

Turnout was high, with 28,535,980 shares represented out of 31,397,082 shares entitled to vote, which is approximately 91% of the company’s outstanding common stock as of the meeting record.

How did Primerica (PRI) shareholders vote on executive compensation?

Shareholders approved Primerica’s advisory Say-on-Pay resolution, with 26,914,943 votes for, 403,201 votes against, 33,360 abstentions, and 1,184,476 broker non-votes recorded on the executive compensation proposal.

Which accounting firm did Primerica (PRI) shareholders ratify for 2026?

Shareholders ratified KPMG LLP as Primerica’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 28,402,788 votes for, 100,926 votes against, and 32,266 abstentions recorded.

Were all Primerica (PRI) director nominees elected at the 2026 meeting?

All nine director nominees, including John A. Addison, Jr., Glenn J. Williams, and others, were elected by majority vote, each receiving significantly more votes for than against, with broker non-votes also recorded on the director election proposal.

Is the 2026 Primerica (PRI) annual meeting vote information considered filed with the SEC?

The company states that the information provided under Item 5.07 is furnished, not filed, for purposes of Section 18 of the Exchange Act and is not subject to those liabilities unless specifically incorporated by reference elsewhere.

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