Good morning. It's 10:00 A.M. and time to begin the meeting. My name is Gary Coleman.
My name is Larry Hutchison. We're the newly elected Co-Chairmen of the Board. We'd like to welcome you to Torchmark's 33rd Annual Shareholders Meeting. For those of you who are listening via the internet, welcome.
This meeting will be conducted in accordance with Torchmark Shareholder Rights Policy and Robert's Rules of Order. We have provided in your seats this morning a proxy statement and an annual report. Other members of the Board of Directors that are attending this morning are Eddie Adair, Marilyn Alexander, David Boren, Jane Buchan, Rob Ingram, Lloyd Newton, Darren Rebelez, Lamar Smith, and Paul Zucconi. Will you all please stand? Thank you. We also have a former director attending today, Sam Perry. Sam, would you please stand? Thank you.
On behalf of Torchmark, we'd like to recognize and thank Mark McAndrew, who's retired from the Board of Directors after more than 30 years of service to the company. Mark served on the board for 15 years, eight of those as Chairman. As Chief Executive Officer and Chairman of the Board, Mark led the company through a very difficult time, helping Torchmark emerge from the global financial crisis of 2008 and 2009 stronger than ever. Mark's contributions as both an employee and a director will benefit Torchmark for years to come. We'll now call upon Secretary Carol McCoy to present proof that the meeting is duly commenced.
Chairman Coleman and Chairman Hutchison, this meeting is held pursuant to a printed notice that was mailed on March 17th, 2014, to each shareholder of record of the company at the close of business on March 3rd, 2014. A list of the shareholders entitled to vote at this meeting has been available at the principal executive offices of the company as required by Delaware law and is available here today at the meeting for examination by any shareholder who wishes to do so. All of the documents concerning the call and the notice of the meeting will be filed in the official records of the company at the conclusion of the meeting. The count of shares immediately preceding commencement of this meeting indicated that approximately 84% of the outstanding common stock of the company is represented today, either in person or by proxy.
Thank you, Carol. I declare that a quorum is present. The meeting is open for business. The minutes of last year's meeting are available. If anyone would like a copy, please contact Carol. As stated in the proxy statement, we have four proposals subject to shareholder vote. The first proposal is that the board recommends the election of Eddie Adair, Marilyn Alexander, David Boren, Jane Buchan, Larry Hutchison, Rob Ingram, Lloyd Newton, Darren Rebelez, Lamar Smith, Paul Zucconi, and myself to serve on the board for a term of one year. I will now call upon Carol to nominate the directors.
Chairman Coleman and Chairman Hutchison, I hereby nominate for election as directors of the company, Charles E. Adair, Marilyn A. Alexander, David L. Boren, Jane M. Buchan, Gary L. Coleman, Larry M. Hutchison, Robert W. Ingram, Lloyd W. Newton, Darren M. Rebelez, Lamar C. Smith, and Paul J. Zucconi to serve for terms expiring on the date of the annual meeting of the company in 2015, with all to serve until their respective successors are duly elected and qualified.
Is there a second?
Second.
We have a second. Are there any other nominations? No. The nominations are declared closed.
Next is the proposal for ratification of independent auditors for the fiscal year 2014. Deloitte & Touche has served as the company's independent auditors for fiscal years 1999-2013. The audit committee has appointed Deloitte & Touche as our independent auditor for the year 2014 and recommends the stockholders approve this appointment. With us today from the firm are partners Mike Murphy and Chris Lewis. If you would, please stand. If you have any questions to ask them, please contact them after the meeting. I will now call upon Carol to make a formal motion.
Chairman Coleman and Chairman Hutchison, I move the ratification and approval of the appointment of Deloitte & Touche LLP as the independent auditors of the company and its subsidiaries for the year 2014.
Is there a second?
Second.
Thank you.
The third proposal is for approval of the First Amendment to the Torchmark Corporation 2011 Incentive Plan. This amendment would, among other things, increase the maximum authorized shares under the plan by 4.2 million shares, modify the method to count certain awards against the plan limits, modify the period of time by which individual award share limits are measured, and modify the maximum individual award share limits. I will now call upon Carol to make a formal motion.
Chairman Coleman and Chairman Hutchison, I move the approval and adoption of the First Amendment to the Torchmark Corporation 2011 Incentive Plan.
Is there a second?
Thank you. The fourth proposal relates to an advisory and non-binding vote on the 2013 compensation of the company's named executive officers as set out in the company's proxy materials, the 2014 annual meeting of stockholders, and additional definitive proxy materials. I will now call upon Carol to make a formal motion.
Chairman Coleman and Chairman Hutchison, I move the adoption of the following resolution. Resolved that the company's stockholders hereby approve, on an advisory basis, the compensation of the named executive officers as disclosed in the company's proxy statement for the 2014 annual meeting of stockholders filed with the Securities and Exchange Commission pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, which disclosure includes the compensation discussion and analysis, the compensation tables, and related compensation disclosures.
Is there a second?
Second.
Thank you. If there are any shareholders who have not voted and wish to vote at this time, please raise your hand and you will receive a ballot. If there are no ballots to be collected, I declare the voting closed and ask Nancy Petersen, the representative of our stock transfer agent, Wells Fargo, to give us a tally.
Chairman Coleman and Chairman Hutcheson, the ballots have been counted and more than a majority of the voting stock of the company represented in person or by proxy at this meeting has been voted for the election of each of the director nominees, for the ratification and appointment of Deloitte & Touche LLP as independent auditor for the company for the year 2014, and for approval of the first amendment to the 2011 Incentive Plan. On a non-binding advisory basis, a majority of stockholders voted to approve the 2013 compensation of the company's named executive officers in the proxy statement.
Thank you. You've heard the results of the balloting. It is now time for the question and comment period. I will recognize Carol McCoy.
Chairman Coleman and Chairman Hutcheson, this year we received no questions from stockholders submitted in writing in accordance with the Shareholders' Rights Policy. At this time, if there's any shareholder who wishes to discuss issues reasonably related to the management of company operations, please move to the microphone, state your name, whether you are a shareholder or the proxy of a shareholder, and proceed with your comment. I wish to remind you that pursuant to the Shareholders' Rights Policy, any shareholder comment is limited to not more than three minutes. Are there any comments? There are none, I am turning the meeting back over to the co-chairman.
Thank you, Carol. If there's no other business this morning, I will entertain a motion for adjournment.
Moved.
Second.
Thank you. This concludes the meeting. Thank you all for attending and have a good day.