Document


 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 17, 2016 (June 15, 2016)
 
NATIONAL WESTERN LIFE GROUP, INC.
(formerly NATIONAL WESTERN LIFE INSURANCE COMPANY)
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
000-55522
 
47-3339380
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
850 East Anderson Lane
Austin, Texas
 
78752-1602
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code (512) 836-1010
 
Not Applicable
 (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 (see General Instruction A.2. below):
 
[ ]         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))
 
 











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

On June 15, 2016, 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 Company’s Definitive Proxy Statement on Schedule 14A originally filed with the Securities and Exchange Commission on April 29, 2016. There were 3,436,166 shares of Class A common stock entitled to vote at the meeting and a total of 3,279,048 shares, or 95.4%, 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 Company’s Board of Directors. The results of the voting were as follows:

Class A Director Nominee
 
For
 
Withheld
 
 
 
 
 
David S. Boone
 
2,814,440

 
113,670

Stephen E. Glasgow
 
2,492,849

 
435,261

E.J. Pederson
 
2,579,311

 
348,799


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 350,938 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 Company’s 2017 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

Proposal 2. Approval of the Incentive Plan

The Class A and Class B stockholders of the Company approved the Incentive Plan, as Amended, as set forth in the Company's Definitive Proxy Statement. The results of the voting were as follows:

 
 
For
 
Against
 
Abstain
 
 
 
 
 
 
 
 
 
1,977,102

 
1,142,989

 
8,019


There were 350,938 broker non-votes for the Incentive Plan proposal.






Proposal 3. Ratification of Independent Registered Public Accounting Firm

The Class A and Class B stockholders of the Company ratified the appointment of BKD, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016. The results of the voting were as follows:

 
 
For
 
Against
 
Abstain
 
 
 
 
 
 
 
 
 
3,422,780

 
33,934

 
22,334




SIGNATURE
 
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.
 
 
NATIONAL WESTERN LIFE GROUP, INC.
 
Date: June 17, 2016
/S/Brian M. Pribyl
 
Brian M. Pribyl
 
Senior Vice President,
 
Chief Financial Officer
 
and Treasurer