Primerica, Inc. (PRI)
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AGM 2012

May 16, 2012

Rich Williams
Chairman of the Board and Co-CEO, Primerica

Good morning, and welcome to the 2012 annual meeting of stockholders of Primerica, Inc. I am Rick Williams, Chairman of the Board and Co-Chief Executive Officer of Primerica. I now call this meeting to order. As a reminder, please ensure that your cell phones have been turned off. This meeting is being webcast for the benefit of remote participants. If you need to move about the room during the meeting, please avoid the obstructions of the camera. The Board has appointed Deborah Baker to act as our Inspector of Elections. Ms. Baker, please stand. Thank you. At this time, I am pleased to introduce our Directors. Please stand as I call your name and remain standing until all of the Directors are introduced.

Our Directors are John Addison, Chairman of Primerica Distribution and Co-Chief Executive Officer; George Benson, President of the College of Charleston; Michael Martin, a Partner of Warburg Pincus & Co., a Managing Director of Warburg Pincus LLC and our Lead Director; Mark Mason, the Chief Executive Officer of Citi Holdings; Bob McCullough, a Retired Senior Partner of Invesco Ltd. and a former Partner of Arthur Andersen LLP; Dan Zilberman, a Partner of Warburg Pincus and a Managing Director of Warburg Pincus LLC. Two of our Directors are unable to be with us today. They are Joel Babbit, Co-founder and Chief Executive Officer of Mother Nature Network, and Barbara Yastine, the Chief Administrative Officer of Ally Financial Inc. Seated to my left is Peter Schneider, Executive Vice President, General Counsel, and Corporate Secretary of the company, who will act as secretary of this meeting.

I would also like to introduce our other senior executives who are with us today. Greg Pitts is our Executive Vice President and Chief Operating Officer, Alison Rand is our Executive Vice President and Chief Financial Officer, and Glenn Williams is our President. At this time, I am also pleased to introduce Rand Meyer of independent registered public accounting firm, KPMG LLP. Thank you. Go ahead and take a seat. The Inspector of Elections has reported that holders of at least 95% of the outstanding shares of common stock as of the record date are present in person or represented by proxy. A quorum is present, and the meeting is duly convened. Each of you was provided with a copy of the agenda and procedures for conducting today's meeting. If you did not receive one, please raise your hand and you will be provided with a copy.

According to Mr. Schneider, notice of the meeting was distributed on or about March 30th, 2012, to all stockholders of record on March 19th, 2012. A list of all stockholders of record as of that date has been available at the company's offices for at least the last 10 days and is available for inspection by stockholders at any time during the meeting. We will announce the preliminary number of votes in our totals. The final vote count will be certified after the meeting and reported as required by the Securities and Exchange Commission. There are two matters for consideration today. These matters are listed in the notice of the annual meeting that is attached to the proxy statement. Under our bylaws, certain procedures must be followed for Director nominations and other business proposals to be brought before the meeting.

No nominations or other proposals have been received other than those described in the proxy statement. Nominations for the directors are closed, and no proposal other than those described in the proxy statement may come before this meeting. Only holders of the company's common stock on March 19th, 2012, the record date for this meeting, or persons holding a valid proxy for such shares may address the meeting. If you are a record holder and you have voted by proxy, you do not need to complete a ballot in person at this meeting. If you wish to revoke a proxy previously submitted and vote in person, or if you have not previously submitted a proxy and wish to vote in person, please raise your hand and a ballot will be brought to you. I declare the polls open at 10:05 A.M. on May 16th, 2012.

First, we will consider the election of three directors to serve until the annual meeting of stockholders in 2015. Information about each nominee is contained in the proxy statement, along with the recommendation of the board for the election of our three nominees. Is there any discussion on this slate of directors? Please raise your hand and a microphone will be brought to you. I see that there are no questions at this time. There will be a question and answer period later in the meeting during which you may ask questions if you wish. The second item of business is consideration of a proposal to ratify the appointment of the Audit Committee by the Audit Committee of the Board of KPMG LLP as the company's independent registered public accounting firm to audit the financial statements, books, and records of the company for the fiscal year ending December 31st, 2012.

Mr. Meyer of KPMG is available to answer questions. Please raise your hand and a microphone will be brought to you if you have any. I see that there are no questions at this time. There will be a question and answer period at the end of the meeting if you have any questions for Mr. Meyer. I hereby declare the polls are now closed as of 10:08 A.M. today. The proxies will be held in the possession of the Inspector of Elections. The Inspector of Elections will now count the votes. While the votes are being counted, we would like to show a short video, I will make a few remarks about the company.

Speaker 3

I'm a lieutenant assigned to Ladder Company 1 out of headquarters. It doesn't get more middle America than a bunch of firefighters. I think the financial services industry has all but forgotten the middle class. I got introduced to the business through the fire department, which I think everything happens for a reason. As firefighters in the fire service, we see people at their worst. They call us when they need our help. We show up, and we don't leave until the situation is rectified. Same thing with Primerica, is when we sit across the kitchen table with our clients, we want to be there for them for the long haul. We want to make sure before we leave, we've done everything we can to show them how they can be financially set, how we can make a difference.

I don't think that people realize or understand how important life insurance is. I remember being in my late teens, early 20s, without a care in the world, just worrying about what's going to happen that night or the next day. Now being almost 41, I can definitely realize how important life insurance is and what the need is, especially in my own circumstances with what happened to my father. Back in 1995, he actually died in the line of duty. He was searching for tenants in a rooming house fire and got caught in a flashover. He made the ultimate sacrifice and gave his life to save others. I really believe that in Primerica, we're able to do kind of the same thing.

Most people that I sit with and people of the middle class, they're living paycheck to paycheck, and I've seen that firsthand with myself included before I started working with Primerica. I can definitely relate to that. I think that we can provide hope to middle America, so they won't have to work forever. My number one thing is to protect my family, whether it's while I'm living and working hard and making money to give them all the things that I couldn't do. If, God forbid, something happens and I'm not here, I want to make sure they're taken care of. You don't become a firefighter to become a millionaire, and you don't do it for the money. You do it because you love to do it and you love to help people. I also want to continue a legacy for my children.

As a parent, you want more for your children than what you had. The part-time opportunity with Primerica has enabled me to provide things for my kids and my wife that a firefighting paycheck wouldn't allow me to do.

Rich Williams
Chairman of the Board and Co-CEO, Primerica

2011 was a year of substantial accomplishments for our company. We made many improvements to our core business and product additions and enhancements, technology and sales force incentive programs. We launched TermNow, a new rapid-issue term life insurance product for clients purchasing face amounts of $250,000 or less. Its online application process includes prescription database queries that happen real time and replace the previous longer, more invasive oral fluids test. This new product represents almost 65% of our sales. We also moved our online sales tools from a device-specific system to an internet-based system, allowing our representatives to use smartphones and iPads to give sales presentations and to take online applications. More than 80% of our life insurance applications are submitted electronically today. In the investment and savings product segment, we continue to execute our strategy by expanding the product portfolio to include managed accounts and indexed annuities.

By the end of the first quarter, Managed Accounts had $275 million in assets under management, and there were more than 1,200 representatives with their Series 65 license. In the first quarter, we also sold $23 million of Indexed Annuities. In June, our convention at the Georgia Dome and World Congress Center had over 40,000 attendees, providing the platform to launch new products, technology initiatives, and incentive programs that led to significant activity during the second half of the year. Recruiting increased 6% to 245,000 compared with 2010. Term life policies issued grew 6% over 2010. This compares to a 4% decline for the industry as reported by LIMRA. Investment and savings product sales grew 18% to $4.3 billion. We delivered strong financial results for the year. Our operating revenue grew 13% to $1.09 billion. Our operating income before taxes grew 16% to $242 million.

Our net operating income grew 16% to $156 million, and our return on equity was 11.8% on $1.33 billion average adjusted stockholders' equity. These numbers reflect the new accounting standards related to costs associated with acquiring or renewing our insurance contracts. We are a well-capitalized company, having a low debt to capital ratio of 17.8% by the end of the first quarter of 2012. Our life company has a risk-based capital ratio in excess of 560%, providing for substantial capital for growth. Our investment to adjusted equity ratio was 3.017 times as of March 31st, 2012. We increased our adjusted book value per share 9% to $19.63 at March 31st, 2012, from $17.98 at March 31st, 2011.

Since the last stockholders meeting, we have executed two share repurchase transactions, a $200 million share repurchase in November 2011 from Citi, allowing us to cancel 8.9 million shares or approximately 12% of our outstanding shares and enabling Citi to completely divest its Primerica shares in less than two years from the IPO. We also just completed a $150 million share repurchase from Warburg in April, canceling another 5.7 million shares. These share repurchases are accretive to both earnings per share and return on equity. Finally, we raised our shareholder dividend in 2012. On our most recent earnings call, we commented on the expected $130 million-$160 million ordinary dividend capacity at Primerica Life in 2013. We believe we are well-positioned to deliver strong performance for our shareholders in the future. With that, we will now report on the results of the balloting.

Mr. Schneider, do you have the preliminary report of the inspector?

Peter Schneider
EVP, General Counsel, and Corporate Secretary, Primerica

Yes, I do. The inspector reports on a preliminary basis that at least 57.6 million shares, representing more than 97% of the votes cast at this meeting, have been voted for the election of each of the three directors recommended and nominated. The inspector reports on a preliminary basis that at least 61.9 million shares, or approximately 99.8% of the votes cast at this meeting, have been voted for the proposal to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the 2012 fiscal year. The inspector has reminded us that these results are preliminary and that the inspector will furnish the secretary a written report of the final vote count with respect to these matters, which shall be included in the minutes of the meeting.

Final election results, including the results for each nominee, will be included in a Form 8-K filed with the SEC within four business days and will be posted on our investor relations website.

Rich Williams
Chairman of the Board and Co-CEO, Primerica

Thank you, Mr. Schneider. I declare the report of the inspectors is approved and that based on the preliminary results, the nominees for directors have been duly elected and the appointment of KPMG has been ratified. We will now begin the question and answer period. If you're a stockholder and wish to ask a question, please raise your hand and a microphone will be brought to you. Please state your name and the number of shares you own or for which you hold a valid proxy. If you represent an institutional owner, please also state the name of your firm. Please adhere to the two-minute time period and the limit of two questions per stockholder, as described in the meeting procedures as a courtesy to all present. Any questions?