Globe Life : 2025 Proxy and Shareholder Meeting
GL
Notice of 2025 Annual
Meeting of Shareholders
and Proxy Statement
March 18, 2025
To the Shareholders of GLOBE LIFE INC. (the Company):
Globe Life Inc.'s 2025 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 24, 2025. 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 virtual 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
Frank M. Svoboda
Co-Chairman and Chief Executive Officer
Notice of 2025 Annual Meeting of Shareholders
Voting Proposals
Page
Meeting Details
1
Election of Directors
6
Date and Time
Thursday, April 24, 2025
2
Advisory Vote to Approve Executive Compensation
37
10:00am Central Daylight Time
Virtual Meeting Information
3
Ratification of Appointment of Independent
74
https://investors.globelifeinsurance.com
Registered Public Accounting Firm
Record Date
Shareholders will also be asked to consider and act
upon other
business that properly comes before the meeting.
Monday, March 3, 2025
Virtual Annual Meeting
The 2025 Annual Meeting will be held in a virtual meeting format, online via live audio webcast. We believe that a virtual meeting will help to facilitate attendance and participation by shareholders from any geographic location with internet connectivity.
You may register for and attend the virtual meeting online using a smartphone, tablet, or computer. You will need the latest version of Chrome, Safari, Edge or Firefox. 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 number included on your proxy card or voting instruction 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 Daylight Time), at the email address provided during registration, with a unique link to access the virtual meeting. Registration support is available via an email address displayed on the registration page. Meeting access support may be obtained via a toll-free number 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 virtual meeting, securely vote, submit questions or comments to management in accordance with the Company's Shareholders' Rights Policy, just as one could at an in-personmeeting. Guests will also be able to access the meeting and listen to the live webcast.
Directions on how to attend the virtual Annual Meeting can be found on our website at https://investors.globelifeinsurance.com under the Calls & Meetings heading.
The meeting may be adjourned from time to time (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication) in any manner permitted by our By-laws. Notice of such adjourned meeting need not be given if the time, date and place thereof are (i) announced at the meeting, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication, or (iii) set forth in a notice given in accordance with Section 222(a) of the Delaware General Corporation Law. Any business described in this notice may be transacted at any adjourned meeting.
By Order of the Board of Directors
Christopher T. Moore
Corporate Senior Vice President, Associate Counsel and Corporate Secretary
McKinney, Texas
March 18, 2025
Meeting Registration
Register to attend the Annual Meeting at: register.proxypush.com/GL
Record Date
The close of business on Monday, March 3, 2025 is the record date for determining shareholders who are entitled to notice of and to vote at the Annual Meeting.
How to Vote
Your vote is important. We urge you to vote and submit your proxy in advance of the virtual Annual Meeting. You are requested to mark, date, sign and return the enclosed form of proxy in the accompanying envelope, whether or not you expect to attend the 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 nominee which must be submitted, via email, either in advance of the meeting to: [email protected] or along with the voting ballot during the meeting.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 24, 2025:
The Company's Proxy Statement and 2024 Annual Report are available at:
https://investors.globelifeinsurance.com/ annual-reports
TABLE OF CONTENTS
21 CORPORATE GOVERNANCE
23 Board Oversight of Risk
31 Risk Assessment of Compensation Policies and Practices
34 Sustainable Business Practices
38 Executive Summary
42 Our Structure for Setting Executive Compensation
46 Elements of Compensation
54 EXECUTIVE COMPENSATION
54 Summary Compensation Table
64 Death Benefit Only Plan
77 Solicitation of Proxies
79 Shareholder Proposals and Director Nominations for our 2026 Annual Meeting
79 General
A-1 APPENDIX A - NON-GAAP RECONCILIATION
NOTE: The Company cautions you that this Proxy Statement may contain forward-looking statements within the meaning of the federal securities law. These prospective statements reflect management's current expectations, but are not guarantees of future performance. Accordingly, please refer to the Company's cautionary statement regarding 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, 2024, found on file with the Securities and Exchange Commission. The Company specifically disclaims any obligation to update or revise any forward-looking statement because of new information, future developments, or otherwise.
The Company Behind the Coverage
Who is Globe Life?
Globe Life is a conservatively managed financial services holding company that provides life and supplemental health insurance protection for the vastly underserved lower-to-middle-income population. Our basic protection products are distributed to individual and worksite markets throughout the United States and individual markets throughout Canada and New Zealand, primarily through exclusive agency and direct to consumer marketing channels.
Our Purpose
Since our roots began in 1900, our purpose-driven mission has been to help families Make Tomorrow Better by working to protect their financial future. Globe Life is committed to doing what is right and fair by our customers, employees, agents and communities. Our foundation is built on shared values of accountability, integrity, service and support that guide and foster an inclusive and collaborative environment.
Our Strategy
Globe Life is focused on successfully executing our financial and operational strategies and capitalizing on opportunities for continued growth, both of which lead to enhanced long-term value for our shareholders and help ensure we can fulfill our promises to be there for our customers. In addition, our business model includes these core elements:
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider before voting. Please read the entire Proxy Statement, and for more complete information about the Company's 2024 performance, you are encouraged to review the Company's 2024 Annual Report on Form 10-K.
Annual Meeting Information
Date and Time
Thursday, April 24, 2025
10:00am Central Daylight Time
How to Attend
Directions on attending the virtual Annual Meeting can be found on our website at: https://investors.globelifeinsurance.com under the Calls & Meetings heading.
Registration
Shareholders may register to attend the meeting at: register.proxypush.com/GL.
Voting Proposals
Proposals
Board
Page
Recommendation
1
Election of twelve (12) directors, each to serve a one-year term
FOR each of the
6
Director Nominees named
expiring at the close of the 2026 Annual Meeting of Shareholders
in this Proxy Statement
2
A non-binding advisory vote to approve the compensation of the
FOR
37
Company's Named Executive Officers ("Say-on-Pay" vote)
3
Ratification of the appointment of Deloitte & Touche LLP as the
FOR
74
Company's independent registered public accounting firm for the
year ending December 31, 2025
1
GL 2025 Proxy Statement
Director Nominees
Name and
Age
Director
Independent
Board
Principal Occupation
Since
Committee
Matthew J. Adams
61
February
☑
Audit
Retired Senior Partner and U.S. Insurance
2025
Practice Leader, PwC LLP
Linda L. Addison
73
February
☑
Governance and
Past Managing Partner, Norton Rose
2018
Nominating
Fulbright US LLP
Marilyn A. Alexander
73
February
☑
Compensation
Principal, Alexander & Friedman
2013
Cheryl D. Alston
58
February
☑
Compensation
Executive Director and Chief Investment
2018
(Chair)
Officer, ERF
Mark A. Blinn
63
November
☑
Compensation
Former President and CEO, Flowserve
2021
Corporation
James P. Brannen
62
November
☑
Governance and
Retired Chief Executive Officer, FBL
2021
Nominating (Chair)
Financial Group, Inc.
Alice S. Cho
58
February
☑
Audit
Senior Advisor, Boston Consulting Group
2023
J. Matthew Darden
54
April
Co-Chairman and Chief Executive Officer of
2023
the Company
Philip M. Jacobs
64
February
☑
Audit
Retired Principal, U.S. Insurance Tax Sector
2025
Leader, KPMG US
David A. Rodriguez
66
February
☑
Governance and
Retired Global Chief HR Officer, Marriott
2023
Nominating
International
Frank M. Svoboda
63
April
Co-Chairman and Chief Executive Officer of
2023
the Company
Mary E. Thigpen
65
February
☑
Audit (Chair)
Self-employed Consultant
2018
2
GL 2025 Proxy Statement
Disclaimer
Globe Life Inc. published this content on March 18, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 18, 2025 at 12:11:21.938.