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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 05, 2024
NATIONAL WESTERN LIFE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | |
| Delaware | | 000-55522 | | 47-3339380 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | |
| 10801 N. Mopac Expy Bldg 3 | | |
| Austin, | Texas | | 78759 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code (512) 836-1010
Not Applicable
(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 (see General Instruction A.2. below):
☐ 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 class to be registered: | | Trading Symbol | | Name of each exchange on which each class is to be registered: |
| Class A Common Stock, $0.01 par value | | NWLI | | The NASDAQ Stock Market LLC |
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 the chapter) or Rule 12-b2 of the Securities Exchange Act of 1934 (§240.12b-2 of the 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2023, the Compensation and Stock Option Committee of National Western Life Group, Inc. (“NWLGI”) adopted, subject to certain administrative implementation determinations and approvals (which determinations and approvals were satisfied on January 5, 2024), the calendar year National Western Life Insurance Company 2024 Officer Bonus Program ("Bonus Program") and National Western Life Insurance Company 2024 Chief Marketing Officer Bonus Program ("CMO Bonus Program"). The Bonus Program and CMO Bonus Program (collectively, the "Programs") include as participants various named executive officers. NWLGI is the holding company for National Western Life Insurance Company ("NWLIC"). The Programs are designed to provide additional compensation based on achieving certain performance and profit criteria in order to hold executives accountable through their compensation for the performance of the business. The participants are as follows:
National Western Life Insurance Company 2024 Officer Bonus Program
Ross R. Moody - Chairman of the Board and Chief Executive Officer
Rey Perez - President and Chief Operating Officer
Brian M. Pribyl - Executive Vice President, Chief Financial Officer and Treasurer
Natalie U. Anderson - Senior Vice President, Chief Investment Officer
Joseph J. Hathaway - Senior Vice President, Chief Actuary and Chief Risk Officer
Daniel M. Logue - Senior Vice President, Chief Administrative Officer
Gina Byrne Miller - Senior Vice President, Chief Legal Officer and Secretary
Greg J. Owen - Senior Vice President, Chief Information Officer
National Western Life Insurance Company 2024 Chief Marketing Officer Bonus Program
Chad J. Tope - Executive Vice President, Chief Marketing Officer
The Programs are in effect for the year ending December 31, 2024. Amounts earned under the Programs will be paid in 2025 when final results are determined. A copy of the Bonus Program and CMO Bonus Program are attached hereto as Exhibit 10(am) and Exhibit 10(an), respectively, and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| | | | | | | | |
| (d) Exhibits |
| | |
| Exhibit | | |
| Number | | Description |
| | |
| | National Western Life Insurance Company 2024 Officer Bonus Program |
| | |
| | National Western Life Insurance Company 2024 Chief Marketing Officer Bonus Program |
| | |
| Exhibit 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| | | | | | | | | | | |
| SIGNATURE |
|
| Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
|
| NATIONAL WESTERN LIFE GROUP, INC. |
|
Date: January 8, 2024 | /S/Brian M. Pribyl |
| | Brian M. Pribyl |
| Senior Vice President, |
| Chief Financial Officer |
| | and Treasurer |
|
|