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TMK > SEC Filings for TMK > Form 8-K on 29-Apr-2014All Recent SEC Filings

Show all filings for TORCHMARK CORP

Form 8-K for TORCHMARK CORP


29-Apr-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Secu


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Mark S. McAndrew retired from the Board of Directors (Board) of Torchmark Corporation (Torchmark) immediately prior to the convening of the Annual Meeting of Shareholders on April 24, 2014.

(c) On April 23, 2014, the Board of Torchmark elected Gary L. Coleman and Larry M. Hutchison as Co-Chairmen of the Board, effective upon the April 24, 2014 retirement of Chairman Mark S. McAndrew from the Board. Accordingly, immediately prior to the commencement of the Annual Meeting of Shareholders on April 24, 2104, Messrs. Coleman and Hutchison commenced their service as Co-Chairman and Chief Executive Officers of Torchmark. Mr. Coleman (age 61) and Mr. Hutchison (age 60) have served as Torchmark directors since August 2012 and were appointed Torchmark's Co-Chief Executive Officers (Co-CEOs) effective June 1, 2012. Prior to that time, Mr. Coleman served as Executive Vice President and Chief Financial Officer of Torchmark (Sept. 1999-May 2012) and Mr. Hutchison as Executive Vice President and General Counsel (Sept. 199-May 2012).

There are no arrangements or understandings between Messrs. Coleman or Hutchison and any other persons pursuant to which they were selected to serve as Co-Chairmen of the Board. Additionally there are no family relationships involving Messrs. Coleman or Hutchison to report under Item 401(d) of Regulation S-K and no related person transactions involving them to report pursuant to Item 404(a) of Regulation S-K.

There were no material plans, contracts or arrangements to which Messrs. Coleman or Hutchison are a party or in which either participates which were entered into or materially amended in connection with their election as Co-Chairmen of the Board nor was any grant or award made to them or any modification of existing grants, awards, plans, contracts or arrangements for either of them in connection herewith. While they continue to be compensated as previously disclosed for their service as Co-CEOs, they receive no compensation for service as Torchmark directors and will receive no compensation for service as Co-Chairmen of the Board, as more fully described in Item 5.02(e) below.

(e) On April 24, 2014, the independent directors of Torchmark (with Messrs. Coleman and Hutchison abstaining) amended the Payments to Directors Policy to remove the provisions for payment of an annual Chairman of the Board Retainer in the amount of $50,000 since Torchmark would no longer have a non-executive Chairman of the Board when Gary L. Coleman and Larry M. Hutchison assumed their roles as Co-Chairmen of the Board upon Mark S. McAndrew's retirement from the Board.

Also, on April 24, 2014, the shareholders of Torchmark Corporation approved the First Amendment to the Torchmark Corporation 2011 Incentive Plan. A summary of the First Amendment follows.

SUMMARY OF THE FIRST AMENDMENT TO THE 2011 INCENTIVE PLAN

The First Amendment to the Torchmark Corporation 2011 Incentive Plan

increased the maximum authorized shares under the 2011 Plan by 4,200,000 shares from 7,950,000 to 12,150,000 shares;

removed the allocation of maximum authorized shares between
(i) options and SARS with ten-year terms and (ii) options and SARS, with seven-year terms and full-value awards such that all shares available under the 2011 Plan may be granted as options or SARs with terms of up to ten years or full-value awards;

modified the method to count the shares utilized under the Plan to provide as follows:

awards of options and SARs with a term of seven years or less count against the number of shares available for issuance under the 2011 Plan as .85 of a share for each share covered by such award;

awards of options and SARs with a term of eight to ten years count against the number of shares available for issuance under the 2011 Plan as one (1) share for each share covered by such award;

full value awards that vest based on performance criteria other than continued service count against the number of shares available for issuance under the 2011 Plan as 3.1 shares for each share covered by such award; and

full value awards that vest solely on continued service count against the number of shares available for issuance under the 2011 Plan as 3.88 shares for each share covered by such award;

modified the period of time that maximum individual award share limits are measured to provide for measurement "within a single calendar year" rather than "in any 12-month period;" and

modified the maximum individual award share limits as follows:

the limitation on options increases from 270,000 to 300,000;

the limitation on SARS increases from 270,000 to 300,000;

the limitation on restricted stock or restricted stock units increases from 90,000 to 100,000; and

the limitation on awards of other stock-based awards increases from 90,000 to 150,000.

No awards or grants have been made pursuant to the First Amendment to the 2011 Incentive Plan.



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

(a) Annual Meeting of Shareholders held April 24, 2014

(b) Proposal I - Election of Directors for One Year Terms

                               For           Against       Abstain       Broker Non-Vote
    Charles E. Adair         65,856,642       716,790        91,395             8,421,309
    Marilyn A. Alexander     66,444,464       125,206        95,408             8,421,058
    David L. Boren           65,579,127       977,561       108,418             8,421,030
    Jane M. Buchan           66,421,566       140,627       102,913             8,421,030
    Gary L. Coleman          65,931,605       615,291       117,931             8,421,309
    Larry M. Hutchison       65,929,338       615,515       119,974             8,421,309
    Robert W. Ingram         66,316,027       222,050       127,001             8,421,058
    Lloyd W. Newton          66,300,182       256,659       107,986             8,421,309
    Darren M. Rebelez        66,266,668       252,248       145,883             8,421,337
    Lamar C. Smith           65,490,582       911,880       262,365             8,421,309
    Paul J. Zucconi          65,822,058       706,657       136,391             8,421,030

Proposal II -



                                           For             Against        Abstain         Broker Non-Vote
Ratification of Deloitte & Touche
LLP as Independent Auditor for
2014                                     74,462,751         538,263         85,122                       0

Proposal III -



                                           For             Against         Abstain        Broker Non-Vote
Approval of First Amendment to 2011
Incentive Plan                           61,296,678        5,157,313        211,965              8,420,180


Proposal IV -



                                           For             Against         Abstain        Broker Non-Vote
Advisory Approval of 2013 Executive      64,862,641        1,430,026        373,289              8,420,180


 Compensation (Annual "Say-on-Pay")

(c) Not applicable.

(d) Torchmark will include a shareholder vote on the compensation of executives in its proxy materials each year until the next required vote in 2016 on the frequency with which shareholders will vote on the compensation of executives as disclosed in proxy statements.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 First Amendment to Torchmark Corporation 2011 Incentive Plan
10.2 Payments to Directors


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