Globe Life : 2024 Proxy and Shareholder Meeting

Notice of 2024 Annual

Meeting of Shareholders

and Proxy Statement

March 18, 2024

To the Shareholders of

GLOBE LIFE INC. (the Company):

Globe Life Inc.'s 2024 Annual Meeting of Shareholders (Annual Meeting) will be held in a virtual meeting format, via live audio webcast at 10:00am, Central Daylight Time, on Thursday, April 25, 2024. The Annual Meeting will be conducted using Robert's Rules of Order and Globe Life Inc.'s Shareholders' Rights Policy. This policy is posted on the Company's website at https://investors.globelifeinsurance.com under the Corporate Governance heading, or you may obtain a printed copy by writing to the Corporate Secretary at 3700 South Stonebridge Drive, McKinney, Texas 75070.

The accompanying Notice and Proxy Statement discuss proposals which will be submitted to a shareholder vote. If you have any questions or comments about the matters discussed in the Proxy Statement or about the operations of the Company, we will be pleased to hear from you.

It is important that your shares be voted at the Annual Meeting. Please mark, date, sign, and return your proxy or vote over the telephone or via the Internet. If you attend the Annual Meeting, you may change your vote during the meeting if you desire to do so.

We hope that you will take this opportunity to join us at the virtual Annual Meeting.

Sincerely,

J. Matthew Darden

Co-Chairman and Chief Executive Officer

Fran k M. Svoboda

Co-Chairman and Chief Executive Officer

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

DATE:

TIME :

PLACE:

Th ursd ay April 25, 2024

10:00am Central Dayl ight Ti me

On line via live audio webcast

Register to attend the meeting at register.proxypush. com/GL

Voting Matters

☑ Election of Directors

• Ratification of Appointment of Independent Registered Pu bl ic Accounting Fi rm
• Advisory Vote to Approve Executive Compensation

Page

5

11

11

Shareholders will also be asked to consid er and act upon other business that properly comes before the meeting.

Vi rtual Annual Meeting

The 2024 Annual Meeting will be held in a vi rtual meeting format, onl ine via live audio webcast. We bel ieve that a vi rtual meeting will hel p to facilitate attendance and partici pation by shareholders from any geographic location with internet connectivity

You may register for and attend the vi rtual meeting onl ine using a smartphone, tablet or computer You will need the

latest version of Chrome Safari	Edge or Fi refox. Please ensure that your browser is compatible	As a shareholder
in order to	register you will need to visit register.proxypush. com/GL and enter the control num ber included on your
proxy card	or voti ng instru ction	form. After registering, you will receive a	confirmation email	and another email
approximately one hour prior to	the start of the meeting (10:00am Central	Dayl ight Time), at	the email address
provided during registration, with	a unique lin k to access the vi rtual meeting. Registration su pport is available via an

email address displayed on the registration page. Meeting access su pport may be obtained via a toll-free num ber

listed on the email pre-registered shareholders will receive one hour prior to the start of the meeting. Shareholders

will be able to	participate in the vi rtual meeting, securely	vote su bmit questions or	comments to
management in	accordance with the Company's Shareholders	Rights Policy, and access	a copy of the

shareholder list (by clicki ng on an active link), just as one could at an in-person meeting. Gu ests will also be able to access the meeting and listen to the live webcast. Directions on how to attend the vi rtual Annual Meeting can be found on our website athttps://investors.globelifeinsurance. com under the Calls & Meetings headi ng.

The meeting may be adjourned from time to time (includi ng an adjournment taken to address a technical failu re to convene or contin ue a meeting using remote commun ication) without fu rther notice other than by an announcement at the meeting or at any adjournment Any business described in this notice may be transacted at any adjourned meeting.

Record Date

The close of busi ness on Frid ay March 1, 2024 is the record date for determini ng shareholders who are entitled to notice of and to vote at the Annual Meeting.

How to Vote

Your vote is im portant. We urge you to vote and su bmit your proxy in advance of the meeting. You are requested to mark date, sign and retu rn the enclosed form of proxy in the accompanying envelope, whether or not you expect to attend the vi rtual An nual Meeting. You may also choose to vote your shares by internet or telephone. You may

revoke your proxy at any time before it is voted at the meeting. If you are a beneficial shareholder and wish to vote during the meeting, you must first have obtained a legal proxy from your bank broker or other nom inee which must be su bmitted, via email, either in advance of the meeting to [e-mail] or along with the voti ng ballot du ri ng the meeting.

By Order of the Board of Directors

Ch ristopher T. Moore

Corporate Senior Vice President Associate Counsel

and Corporate Secretary

McKi nney Texas

March 18, 2024

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 25, 2024: The Company's Proxy Statement and 2023 An nual Report are available at: https://

investors.globelifeinsurance. com/annual-reports

TABLE OF CONTENTS

PROXY STATEM ENT SU MMARY AND COMPANY HIGH LIGHTS	1
Performance Highlights	1
Executive Compensation Highlights	3
Governance Highlights	3
Board Compos ition Highlights	4
Voti ng Matters	5

PROPOSAL NUM BER 1 - Election of Di rectors	5
Di rector Nomi nee Profiles	6
Di rector Nomi nee Skills and Qual ifications	9
PROPOSAL NUM BER 2 - Approval of Auditors	11
PROPOSAL NUM BER 3 - Advisory Vote on Executive Compensation	11
OTHER BUS IN ESS	12
INFORMATION REGARDI NG DIRECTORS, NOMINE ES, AND EXEC UTIVE OF FICERS	12
Executive Officers	12
Stock Ownership	13
CORPORATE GOVERNANCE	13
Di rector Independence Determinations	13
Leadership Structure	14
Board Oversight of Strategy	15
Board Oversight of Risk	15
Board Oversight of Cybersecurity Risk	18
Board Oversight of Sustai nability and ESG	18
Governance Guidelines and Codes of Ethics	19
Insider Trading Policy	20
Shareholder Engagement	20
Commu nications with the Board of Di rectors	20
Executive Sessions of the Board	20
Board and An nual Shareholder Meeting Attendance	20
Committees of the Board of Di rectors	21
Risk Assessment of Compensation Policies and Practices	23
Succession Plan ni ng and Leadership Development	23
Qualifications of Di rectors	24
Board Diversity	24
Di rector Identification and Eval uation Proced ures	25
Proced ures for Di rector Nominations by Shareholders	25
Sustai nable Busi ness Practices	26
Human Capital Management	26
Corporate Culture and Engagement	27
Data Protection and Cybersecurity	29
Operational Efficiency and Transparent ESG Repor		ting and Disclosure	29
COMPEN SATION DISCUSSION AND ANALYSIS	30
Executive Summary	30
Compensation Philosophy	31
Roles in Compensation Decisions	31
Setti ng Executive Compensation	32
Compensation Benchmarki ng	33
Assessment of 2023 Advisory Vote on Executive Compensation	34
Elements of Compensation	34
Base Salaries	35
Annual Cash Bonuses	35
Long- Term Equity Incentives	36
Stock Ownership/Retention Guidelines	38
Prohibition on Hedging and Pledging of Company Stock	38
Retirement and Other Benef		its	38
Savings Plans	39
Retirement Life Insurance Agreements	39
Perquisites and Personal Benef		its	39
Termi nation of Employment and Change in Control	39
Clawback Policy	39
Tax and Accounting Implications of Compensation	40
COMPEN SATION COMMITTEE RE PORT	41

EXEC UTIVE COMPEN SATION	42
Summary Compensation Table	42
2023 Grants of Plan-Based Awards	44
Outstanding Equity Awards at Fiscal Year-End 2023	46
Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2023	48
Pens ion Benefits at Decem ber 31, 2023	49
Potential Payments upon Termination or Change-in-Control	50
Stock Options and Termination of Employment	50
Perf		ormance Shares and Termination of Employment	51
Restricted Stock Units and Termination of Employment	51
Termination of Employment-Stock Options Perf		ormance Share Awards and Restricted Stock Unit Awards	51
Retirement Life Insurance Agreements	52
Supplemental Executive Retirement Plan	52
Change-in-Control-Stock Options Perf		ormance Share Awards and Restricted Stock Unit Awards	52
Pay Versus Performance	54
CEO Pay Ratio	58
2023 DIRECTOR COMPEN SATION	60
DIRECTOR COMPEN SATION PH ILOSOPHY	60
PAYM ENTS TO DIRECTORS	60
RELATED PARTY TRANSACTION PO LICY AN D TRANSACTIONS	6 1
DELINQUENT SECTION 16(a) RE PORTS	6 1
PRIN CIPAL SHAREHO LDERS	62
AUDIT COMMITTEE RE PORT	63
PRIN CIPAL ACCOUNTIN G FIRM FE ES	64
PRE-APPROVAL PO LICY FOR ACCOUNTI NG FE ES	64
PROC EDURAL MATTERS	65
Solicitation of Proxies	65
Record Date Voting Stock and Quorum	65
Requi red Vote on Proposals	65
MISC ELLANEOUS IN FO RMATION	66
Shareholder Proposals and Di rector Nomi nations for our 2025 An nual Meeting	66
General	67
APPEN DIX A - NO N-GAAP RECONCI LIATION	A-1

Note : The Company cautions you that this Proxy Statement may contai n forward-looking statements withi n the meani ng of the federal secu rities law. These prospective statements reflect management's cu rrent expectations, but are not guarantees of futu re performance. Accordingly, please

refer to	the Company's cautionary statement regardi ng forward-looking statements and the business environment in which the Company
operates	contained in the Company's Form 10-K for the period ended December 31, 2023, found on file with the Secu rities and Exchange

Commission The Company specifically disclai ms any obligation to update or revise any forward-looking statement because of new information futu re developments, or otherwise.

PROXY STATEMENT SU MMARY

AND COMPANY HIGHLIGHTS

Performance Highlights

Globe Life Inc. (the "Company") had a strong year in 2023. We continued to grow both total underwriting margins and total premiu m during the year Total sales grew by 6% primarily due to strong agent count growth We are

optimistic about the futu re and believe the Company is well positioned to contin ue to create consistent growth The charts below highl ight the key financial metrics we use to eval uate our business. Refer to APPENDIX A-Non-GAAP Reconciliations for defin itions of non-GAAP measures, and Results of Operations in our 2023 Annual Report on Form 10-K for a reconciliation of su ch non-GAAP measures

2023 Performance Highlights

($ in millions)

$971	2023 Shareholder
Value Creation

	Net Income
3.4%	$1,027
Total	Net Operating
Income
Premium
Increase
29%	14.7%
Net Operating
Health	Income
as a ROE*
Underwriting
38%
Margin
	Life Underwriting
	Margin

$380 million returned to shareholders through 3.4 million shares repurchased

$84 million in shareholder dividends

Book Value

Per Share

Increase*: 11.5%**

*Excluding AOCI **Comparison to prior year

t Income Per Share

		$12.22
				$9.99	$10.07
			$6.83
$3.79	$4.16
2013	2015	2017*	2019	2021**	2023

t Operating Income Per Share

					$10.65
				$9.63
			$6.75
	$4.13	$4.82
$3.65
2013	2015	2017*	2019	2021**	2023

*In 2017, tax legislation revised the corporate income tax rate from 35% to 21% effective Jan. 1, 2018, among other modifications.

**The results included in this proxy statement reflect the adoption of ASU 2018-12,Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-DurationContracts (LDTI). The Company implemented the standard on January 1, 2023 on a modified retrospective basis as of the transition date of January 1, 2021. For additional information, please refer to our 2023 Annual Report on Form 10-K.

1	GL 2024 Proxy Statement

		ok Value Per Share
			$66.02
		$52.95
					$47.10
	$32.71
$27.66
				$19.93
2013	2015	2017*	2019	2021**	2023

	Book Value Per Share
		(Excluding AOCI)
					$76.21
				$62.06
			$48.26
		$39.77
$25.85	$30.09
2013	2015	2017*	2019	2021**	2023

t Income as a Return on Equity

				70.2%
		28.2%
					23.2%
13.2%	11.9%		11.6%
2013	2015	2017*	2019	2021**	2023

		derwriting Margin
		($ in millions)
				$1,524	$1,579
			$957
$746	$778	$834
2013	2015	2017	2019	2021**	2023

t Operating Income as a

Return on Equity

15.5%				16.6%
14.5%	14.3%	14.5%		14.7%
2013	2015	2017*	2019	2021**	2023

	tal Premium Revenue
		($ in millions)
					$4,456
				$4,095
		$3,283	$3,595
	$2,999
$2,749
2013	2015	2017	2019	2021**	2023

*In 2017, tax legislation revised the corporate income tax rate from 35% to 21% effective Jan. 1, 2018, among other modifications.

**The results included in this proxy statement reflect the adoption of ASU 2018-12,Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-DurationContracts (LDTI). The Company implemented the standard on January 1, 2023 on a modified retrospective basis as of the transition date of January 1, 2021. For additional information, please refer to our 2023 Annual Report on Form 10-K.

2	GL 2024 Proxy Statement