Shareholders' Rights Policy
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.
II. Access to Books and Records
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:
- The request shall be in writing and be notarized;
- 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;
- The request must state the stockholder's purpose in accessing the information; and
- 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.
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.
III. Participation at Annual Meeting of Stockholders
- 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.
- Sign in. All stockholders are required to sign in before entering the Annual Meeting.
- 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.
- Time Limit. In order to ensure 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.
- 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.
- 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 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.
- 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.
- 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.
- Stockholder Comments. All stockholders 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 email@example.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.
IV. Stockholder Proposals
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:
- 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.
- 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.
- The subject of the proposal must be proper.
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.