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Shareholder Rights Policy |
| I. |
Introduction |
| II. |
Access
to Books and Records |
| III. |
Participation
at Annual Meeting of Stockholders |
| IV. |
Torchmark
Response to Stockholder Proposals |
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| I. |
Introduction |
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Torchmark Corporation
(the "Company") values its relationship with all of its
stockholders. Any communication from a stockholder requesting
information relating to the Company should be forwarded to the
Company's investor relations department for proper handling. |
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| II. |
Access
to Books and Records |
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The Company understands
and supports the rights of stockholders to access information
relevant to their investment in the Company. Stockholders have the
right during normal business hours to inspect for any proper
purpose the Company's stock ledger, a list of the stockholders,
and its other books and records, and to make copies or extracts
therefrom.
The Company also understands that the unrestricted dissemination
of information relating to the business and affairs of the Company
could be contrary to the interests of the Company and its
stockholders. Accordingly, all requests for access to the
Company's books and records must comply with the following
requirements:
| a. |
The
request shall be in writing and be notarized;
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| b. |
The
request must be received by the Company at least ten days
before the date on which the stockholder would like to
review the information;
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| c. |
The
request must state the stockholder's purpose in accessing
the information; and
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| d. |
The
stockholder's stated purpose must be reasonably related to
the person's interest as a stockholder and the stockholder
must provide evidence or establish a factual basis in
support of the stockholder's stated purpose for accessing
the information.
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The Company reserves the
right (i) to assess the propriety of the request and (ii) to
schedule any stockholder visit at a time convenient to the
Company. |
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| III. |
Attendance
and Participation at Annual Meeting of
Stockholders |
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| 1. |
The
Company recognizes that the Annual Meeting of Stockholders
("Annual Meeting") is an important opportunity
for stockholders to address the board of directors and to
discuss meaningful issues and encourages all stockholders
to attend the Annual Meeting in person. The following are
guidelines for participation in person at the Annual
Meeting.
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a. |
Sign in.
All stockholders are required to sign in before entering
the Annual Meeting.
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b. |
Advance
Notice. The Company will answer all questions as fully
and accurately as possible. In order to assist in doing
so, stockholders are required to provide the Company with
advance notice of any questions which they plan to ask at
the Annual Meeting. The notices should be directed to the
Corporate Secretary and should be received by the Company
at least 10 days before the date of the Annual Meeting.
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c. |
Time Limit.
In order to insure that all stockholder questions and
concerns can be adequately addressed, stockholder comments
will be limited to 3 minutes. A stockholder may seek to
have this time limit extended by making a written request
to the Company. This request must be received by the
Company at least five days prior to the date of the Annual
Meeting, and it shall set forth the reasons for the
extension.
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d. |
Discussions
with Management. All stockholders shall be given an
opportunity at the Annual Meeting to discuss with
management any issues reasonably related to the management
of the Company. |
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| 2. |
In
an effort to provide the Company's stockholders with
greater access to the Annual Meeting, the Company may
broadcast its Annual Meeting on the Internet. In such
event, any stockholder may [view and] listen to the
proceedings of the Annual Meeting broadcast live on the
Internet from the Company's website, www.torchmarkcorp.com
(provided the stockholder has access to web-based
technology capable of receiving the broadcast). The
following are guidelines for participation in the Annual
Meeting via the Internet.
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a. |
Login. All
stockholders are required to login to the Annual Meeting
through the Company's website using certain pre-assigned
identification numbers and passwords printed on the
stockholder's proxy card distributed with the Company's
annual proxy materials.
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b. |
Advance
Notice. The Company will answer all questions as fully
and accurately as possible. In order to assist in doing
so, stockholders are asked to provide the Company with
advance notice of any questions which they would like to
be addressed at the Annual Meeting. The notices should be
directed to the Corporate Secretary and should be received
by the Company at least 10 days before the date of the
Annual Meeting. Management, at its discretion, may present
and respond to such stockholder questions at the Annual
Meeting or respond in writing after the conclusion of the
Annual Meeting.
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c. |
Stockholder
Comments. All stockholders [viewing/listening to] the
Annual Meeting via the Internet shall be permitted to send
to management by electronic messaging (e-mail) comments
reasonably related to the management of the Company. The
e-mail address to which comments may be sent is
investorrelations@torchmarkcorp.com. Management, at its
discretion, may present and respond to such stockholder
comments at the Annual Meeting or respond via return
e-mail after the conclusion of the Annual Meeting. |
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| IV. |
Torchmark
Response
to Stockholder Proposals |
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The Company shall
include stockholder proposals in its proxy statement for each
Annual Meeting, so long as certain conditions are met. The
proposal shall be limited to five hundred (500) words or less and
will be included in the Company's proxy statement if the following
conditions are met:
| a. |
The
proposal must be received by the Company at least 120 days
in advance of the date of the proxy statement for the
previous year's Annual Meeting. For example, if the
Company's proxy statement for 2001 is dated March 20,
2001, the deadline for submitting a proposal to be
included in the proxy statement for 2002 would be November
21, 2002. If the date of the Annual Meeting has been
changed by more than thirty (30) days from the date of the
previous year s Annual Meeting, then the deadline for
receipt of the proposal is a reasonable time before the
Company begins to print and mail its proxy statement. The
Company will include in its proxy statement the deadline
for submitting stockholder proposals for the following
year.
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| b. |
A
stockholder submitting a proposal must hold, and have held
for at least a year $2,000 in market value of the
securities entitled to vote on the proposal.
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| c. |
The
subject of the proposal must be proper.
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The Company reserves the
right to refuse to include a proposal in its proxy statement if
the subject of the proposal is improper. Grounds upon which the
Company may disqualify a proposal as improper include, but are not
limited to: (i) that the proposal is not a proper subject for
action by stockholders under Delaware law; (ii) the proposal deals
with a matter relating to the conduct of the ordinary business
operations of the Company; (iii) the proposal is designed to
further a personal interest which is not shared by the other
stockholders at large; or (iv) the proposal relates to an election
to the board of directors or analogous governing body. The Company
will attempt to notify the stockholder of any problem with their
proposal and provide the stockholder with an opportunity to
correct the problem, provided that if such problem is not
adequately and timely corrected, the proposal will be excluded.
The Company may include statements expressing its position with
respect to the proposal.
If the Company includes a stockholder proposal in its proxy
statement, the proxy form shall include a clear mechanism for
stockholders to vote on the proposal. Stockholders considering
submitting a stockholder proposal should read Rule 14a-8 under the
Securities Act of 1933 for a more complete statement of the rules
for making stockholder proposals. |
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