8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 ______________________________

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) June 22, 2023

NATIONAL WESTERN LIFE GROUP, INC.

(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.)

10801 N. Mopac Expy Bldg 3
Austin,	Texas	78759
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class to be registered:	Trading Symbol	Name of each exchange on which each class is to be registered:
Class A Common Stock, $0.01 par value	NWLI	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of the chapter) or Rule 12-b2 of the Securities Exchange Act of 1934 (§240.12b-2 of the chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company previously filed on June 27, 2023 the voting results from its Annual Meeting of Stockholders held June 22, 2023. Due to a clerical error, the voting results previously reported omitted 289,474 votes which were cast in person. This filing serves to update the voting results for the corrected amounts.

On June 22, 2023, National Western Life Group, Inc. (the "Company") held its Annual Meeting of Stockholders in Galveston, Texas to consider and vote on the matters listed below. These matters are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A originally filed with the Securities and Exchange Commission on April 28, 2023. There were 3,436,020 shares of Class A common stock entitled to vote at the meeting and a total of 3,016,714 shares, or 87.8%, were present or represented by proxy at the meeting. In addition, there were 200,000 shares of Class B common stock entitled to vote at the meeting of which 100.0% of the shares were present or represented by proxy. Set forth below are the voting results for each proposal submitted to a vote of stockholders.

Proposal 1. Election of Directors

The Class A and Class B stockholders of the Company elected each of their respective director nominees nominated by the Company’s Board of Directors. The results of the voting were as follows:

Class A Director Nominee	For	Withheld
David S. Boone	1,396,250	1,391,531
E.J. Pederson	1,495,997	1,291,784
Todd M. Wallace	1,811,661	976,120

Class B Director Nominee	For	Withheld
Ross R. Moody	200,000	—
Stephen E. Glasgow	200,000	—
Charles D. Milos	200,000	—
Frances A. Moody-Dahlberg	200,000	—
E. Douglas McLeod	200,000	—
Dr. Thomas A. Blackwell	200,000	—

There were 228,933 broker non-votes for each Class A director nominee and none for each Class B director nominee. The individuals shown above were elected to serve as a director until the Company’s 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

Proposal 2. Ratification of Independent Registered Public Accounting Firm

The Class A and Class B stockholders of the Company ratified the appointment of ForVis, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The results of the voting were as follows:

For	Against	Abstain
2,902,026	23,465	291,223

Proposal 3. Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers

The Class A and Class B stockholders of the Company voted in regards to the compensation of the Named Executive Officers as set forth in the Company's Definitive Proxy Statement. The results of the voting were as follows:

For	Against	Abstain
1,314,377	1,375,348	298,056

There were 228,933 broker non-votes on the proposal.

Proposal 4. Non-binding Advisory Vote on the Frequency of Future Advisory Voting on Executive Compensation

The Class A and Class B stockholders of the Company voted in regards to the frequency of future voting on executive compensation. The results of the voting were as follows:

Every 3 Years	Every 2 Years	Every Year	Abstain
1,469,409	4,820	1,496,306	17,246

There were 228,933 broker non-votes on the proposal.

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: June 29, 2023	/S/Brian M. Pribyl
	Brian M. Pribyl
	Senior Vice President,
	Chief Financial Officer
	and Treasurer

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Cover Page	Jun. 22, 2023
Cover [Abstract]
Entity Address, State or Province	TX
Document Type	8-K/A
Entity Incorporation, State or Country Code	DE
Entity File Number	000-55522
Entity Central Index Key	0001635984
Document Period End Date	Jun. 22, 2023
Entity Registrant Name	NATIONAL WESTERN LIFE GROUP, INC.
Entity Tax Identification Number	47-3339380
Entity Address, Address Line One	10801 N. Mopac Expy Bldg 3
Entity Address, City or Town	Austin,
Entity Address, Postal Zip Code	78759
City Area Code	(512)
Local Phone Number	836-1010
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	NWLI
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Emerging Growth Company	false