National Western Life Group Inc - Ordinary Shares (NWLI) Environmental, Social & Governance (ESG) Data

As previously disclosed on a Current Report on Form 8-K, on October 8, 2023, S. USA Life Insurance Company, Inc., an insurance company domiciled in Arizona (“Buyer”), PHG Merger Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), and National Western Life Group, Inc., a Delaware corporation (the “Company” or “National Western”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Buyer (the “Merger”).


Pursuant to the Merger Agreement, on January 8, 2024, the Company held a special meeting of stockholders (the “Special Meeting”). A total of 2,847,477 shares of National Western Class A Common Stock entitled to vote, representing approximately 82.9% of the shares of National Western Class A Common Stock outstanding as of the record date of November 27, 2023 (the “Record Date”) and 100% of the 200,000 shares of National Western Class B Common Stock outstanding as of the Record Date, were present or represented, in person or by proxy, at the Special Meeting.


At the Special Meeting, National Western stockholders voted on two proposals. In accordance with the Restated Certificate of Incorporation of the Company, the Class A Common Stock and Class B Common Stock voted together as a single class.


Proposal 1 – The Merger Agreement


The proposal to adopt the Merger Agreement. The National Western stockholders approved Proposal 1, with approximately 75% of the outstanding common shares of both classes voting in favor of adopting the Merger Agreement, as follows:





Proposal 2 – Non-Binding Advisory Vote on Executive Compensation


The proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to National Western Life Group, Inc.’s named executive officers based on or otherwise relates to the proposed merger.


The National Western stockholders approved Proposal 2, with approximately 73.5% of the outstanding common shares of both classes voting in favor of adopting the non-binding, advisory executive compensation proposal, as follows: