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): February 28, 2025 (February 26, 2025)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Other Officers.
(d) On February 26, 2025, pursuant to the By-Laws of Globe Life Inc. (the "Company"), the Board of Directors (the "Board") of the Company voted to expand the number of directors from eleven to thirteen persons as of such date, and appointed Matthew J. Adams and Philip M. Jacobs to fill the newly-created directorships. Mr. Adams and Mr. Jacobs will each serve for an initial term commencing on February 26, 2025 and expiring at the Company’s April 24, 2025 Annual Meeting of Shareholders. There were no understandings or arrangements pursuant to which Mr. Adams or Mr. Jacobs were selected as directors.
Having been determined by the Board to be "independent" pursuant to NYSE rules and additional Company criteria, Mr. Adams and Mr. Jacobs were named to serve on the Audit Committee of the Board.
Mr. Adams and Mr. Jacobs are compensated for their service as directors pursuant to the Globe Life Inc. 2018 Non-Employee Director Compensation Plan (the "Plan"), a sub-plan of the Globe Life Inc. 2018 Incentive Plan. Pursuant to the Plan, each newly-elected director will receive an annual cash retainer of $100,000 prorated for the period of his service (unless a timely election is made to receive an equivalent amount of restricted stock, restricted stock units, or stock options) and an annual equity retainer allowing him to elect to receive $180,000 of restricted stock, restricted stock units, or stock options prorated for the period of his service. As members of the Audit Committee, each of Mr. Adams and Mr. Jacobs will also receive an annual cash Audit Committee member retainer of $12,500 (prorated for the period of his service). There are no transactions or currently proposed transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K involving Mr. Adams or Mr. Jacobs.
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.
Date: | GLOBE LIFE INC. | |||||||||||||
| /s/ Christopher T. Moore | ||||||||||||||
| Christopher T. Moore Corporate Senior Vice President, Associate Counsel and Corporate Secretary | ||||||||||||||