8-K


 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
______________________________


FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported) February 17, 2016
 
NATIONAL WESTERN LIFE GROUP, INC.
(formerly NATIONAL WESTERN LIFE INSURANCE COMPANY)
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
000-55522
 
47-3339380
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
850 East Anderson Lane
Austin, Texas
 
78752-1602
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code (512) 836-1010
 
Not Applicable
 (Former Name or Former Address, if Changed Since Last Report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[ ]         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ]            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ]          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 










Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2016, the Compensation and Stock Option Committee of National Western Life Group, Inc. (the “Company”) approved grants of long-term incentives in the form of equity-based awards to officers of the Company and its wholly owned subsidiary, National Western Life Insurance Company (“National Western”). The awards were granted under the Company’s Incentive Plan and are contingent upon stockholder approval of the Incentive Plan at the Company’s annual stockholder meeting. Among the officers receiving the grants were named executive officers.

For the 2016 awards, the Compensation and Stock Option Committee approved grants consisting of performance share units (“PSUs”), stock appreciation rights (“SARs”), and restricted stock units (“RSUs”) to the President and Senior Vice Presidents of National Western. The grants were awarded based upon the Company’s closing stock price (NWLI) on February 17, 2016, the date of grant, of $216.48. The grants awarded were as shown in the following table.

Name
Title
Performance Share Units
Stock Appreciation Rights
Restricted Stock Units
Total Share Units
 
 
 
 
 
 
Ross R. Moody
President and Chief Executive Officer
4,447
8,893
2,223
15,563
S. Christopher Johnson
Senior Vice President, Domestic Marketing
122
244
61
427
Carlos A. Martinez
Senior Vice President, International Marketing
101
202
50
353
Charles D. Milos
Senior Vice President, Mortgage Loans and Real Estate
181
363
91
635
Kitty K. Nelson
Senior Vice President, Chief Actuary
149
299
75
523
Rey Perez
Senior Vice President, Chief Legal Officer and Secretary
146
291
73
510
Brian M. Pribyl
Senior Vice President, Chief Financial Officer and Treasurer
216
433
108
757
Patricia L. Scheuer
Senior Vice President, Chief Investment Officer
186
372
93
651
Robert Sweeney
Senior Vice President, Chief Administrative Officer
179
357
89
625

PSUs will be paid out in cash at the end of three years based upon the Company’s compounded annual growth rate in adjusted book value (excluding accumulated other comprehensive income) for the three year period of January 1, 2016 through December 31, 2018. The percentage of PSUs awarded to be paid out ranges from 0% to 150% of the amount granted.

SARs vest ratably each year over a three year period, and expire at the end of the tenth year, from the date of grant.

RSUs vest at the end of the third year from the date of grant and are payable in cash at the Company’s price per share on the vesting date.







SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
NATIONAL WESTERN LIFE GROUP, INC.
 
Date: February 23, 2016
/S/Brian M. Pribyl
 
Brian M. Pribyl
 
Senior Vice President,
 
Chief Financial Officer
 
and Treasurer