UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 19, 2016 (May 12, 2016)
TORCHMARK CORPORATION
(Exact name of registrant as specified in its charter)
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| DELAWARE | | 001-08052 | | 63-0780404 |
(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)
Registrant’s telephone number, including area code: (972) 569-4000
None
(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: |
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note: This Amendment No. 1 is being filed to correct an error in the alignment of the number of shares reported as AGAINST votes for each listed director on Proposal I in Item 5.07 Submission of Matters to a Vote of Security Holders.
Item 5.07 Submission of Matters to a Vote of Security Holders.
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| (a) | Annual Meeting of Shareholders held May 12, 2016 |
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| (b) | Proposal I - Election of Directors for One Year Terms |
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| | For | Against | Abstain | Broker Non-Vote |
| Charles E. Adair | 87,867,598 | 1,173,937 | 126,000 | 13,784,063 |
| Marilyn A. Alexander | 88,796,165 | 221,215 | 150,155 | 13,784,063 |
| David L. Boren | 87,974,408 | 1,122,005 | 71,122 | 13,784,063 |
| Jane M. Buchan | 88,761,789 | 297,760 | 107,986 | 13,784,063 |
| Gary L. Coleman | 87,467,326 | 1,497,627 | 202,582 | 13,784,063 |
| Larry M. Hutchison | 87,472,714 | 1,491,288 | 203,533 | 13,784,063 |
| Robert W. Ingram | 88,766,329 | 280,182 | 121,024 | 13,784,063 |
| Lloyd W. Newton | 88,354,578 | 639,301 | 173,656 | 13,784,063 |
| Darren M. Rebelez | 88,389,186 | 667,004 | 111,345 | 13,784,063 |
| Lamar C. Smith | 87,758,352 | 1,251,564 | 157,619 | 13,784,063 |
| Paul J. Zucconi | 88,031,344 | 1,006,393 | 129,798 | 13,784,063 |
Proposal II -
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| | For | Against | Abstain | Broker Non-Vote |
| Ratification of Deloitte & Touche LLP as Independent Auditor for 2016 | 102,106,290 | 728,120 | 117,188 | — |
Proposal III -
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| | For | Against | Abstain | Broker Non-Vote |
Advisory Approval of 2015 Executive Compensation (Annual “Say-on-Pay”) | 85,023,139 | 3,743,356 | 400,869 | 13,784,234 |
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| (d) | Torchmark will include a shareholder vote on the compensation of executives in its proxy materials each year until the next required vote in 2017 on the frequency with which shareholders will vote on the compensation of executives as disclosed in proxy statements. |
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.
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| | | TORCHMARK CORPORATION |
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| Date: May 19, 2016 | | |
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| | | /s/ Carol A. McCoy |
| | | Carol A. McCoy, Vice President, Associate Counsel and Corporate Secretary |
