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
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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 EQSS-ProxyTabulation@equiniti.com 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 |
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Disclaimer
Globe Life Inc. published this content on 15 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 March 2024 14:09:10 UTC.