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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 2, 2023 (April 27, 2023)
GLOBE LIFE INC.
(Exact name of registrant as specified in its charter)
Delaware 001-0805263-0780404
(State or other jurisdiction
of incorporation)
 
(Commission
File No.)
(I.R.S. Employer
ID No.)
3700 South Stonebridge Drive, McKinney, Texas 75070
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 569-4000
N/A
(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 classTrading symbol(s)Name of each exchanged on which registered
Common Stock, $1.00 par value per shareGLNew York Stock Exchange
4.250% Junior Subordinated DebenturesGL PRDNew 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 27, 2023, Globe Life Inc. (the "Company") filed a Certificate of Amendment to its Restated Certificate of Incorporation (the “Amendment”) with the Delaware Secretary of State. The Amendment amended Article NINTH of the Company’s Restated Certificate of Incorporation to provide for exculpation of liability for officers of the Company for certain breaches of fiduciary duties, similar to the protections currently available for directors of the Company.

The foregoing summary of the terms of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Securities Holders.
(a) Annual Meeting of Shareholders held April 27, 2023
 
(b) Proposals:

Proposal I — Election of Directors for One-Year Terms

ForAgainstAbstainBroker Non-Vote
1.1 Linda L. Addison78,407,520 357,976 57,804 8,409,957 
1.2 Marilyn A. Alexander77,690,259 1,093,255 39,786 8,409,957 
1.3 Cheryl D. Alston77,554,884 1,208,633 59,783 8,409,957 
1.4 Mark A. Blinn76,856,201 1,925,278 41,821 8,409,957 
1.5 James P. Brannen77,436,752 1,343,623 42,924 8,409,957 
1.6 Jane Buchan74,570,258 4,194,304 58,738 8,409,957 
1.7 Alice S. Cho78,618,864 165,925 38,511 8,409,957 
1.8 J. Matthew Darden78,435,213 319,003 69,084 8,409,957 
1.9 Steven P. Johnson78,097,934 664,394 60,972 8,409,957 
1.10 David A. Rodriguez78,645,081 140,771 37,448 8,409,957 
1.11 Frank M. Svoboda78,449,136 308,164 66,000 8,409,957 
1.12 Mary E. Thigpen78,356,273 415,149 51,878 8,409,957 

Proposal II — Ratification of Deloitte & Touche LLP as Independent Auditor for 2023

ForAgainstAbstainBroker Non-Vote
Deloitte & Touche LLP84,340,804 2,831,069 61,384 — 

Proposal III — Advisory Approval of 2022 Executive Compensation (Annual "Say-on-Pay")

ForAgainstAbstainBroker Non-Vote
2022 Executive Compensation66,063,072 12,580,175 180,052 8,409,957 

Proposal IV — Advisory Approval of Frequency of Executive Compensation Voting

1 YEAR2 YEARS3 YEARSAbstainBroker Non-Vote
Frequency Voting76,989,661 95,717 1,615,680 122,241 8,409,957 




Proposal V — Approval of Second Amendment to 2018 Incentive Plan

ForAgainstAbstainBroker Non-Vote
Second Amendment to 2018 Incentive Plan67,675,473 10,749,821 398,005 8,409,957 

Proposal VI — Approval of Amendment to Restated Certificate of Incorporation

ForAgainstAbstainBroker Non-Vote
Amendment to Restated Certificate of Incorporation67,597,324 10,916,024 309,952 8,409,957 
 
(c) Not applicable.
(d) Globe Life Inc. will include a shareholder vote on the compensation of executives in its proxy materials each year until the next required vote on the frequency with which shareholders will vote on the compensation of executives as disclosed in proxy statements, which will occur in 2029.

Item 9.01    Financial Statement and Exhibits.

(a) Financial Statements of businesses acquired.
Not applicable.

(b) Pro forma financial information.
Not applicable.

(c) Shell company transactions.
Not applicable.

(d) Exhibits.
(3.1) Amendment to Restated Certificate of Incorporation




SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 GLOBE LIFE INC.
Date: May 2, 2023
 
 /s/ Christopher T. Moore
 Christopher T. Moore
Corporate Senior Vice President,
Associate Counsel and Corporate Secretary