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Section 1: DEFA14A (DEFA14A)






Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant                              Filed by a Party other than the Registrant  

Check the appropriate box:


Preliminary Proxy Statement


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material Pursuant to §240.14a-12




(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


No fee required.


Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


  (1) Title of each class of securities to which the transaction applies:




  (2) Aggregate number of securities to which the transaction applies:




  (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):




  (4) Proposed maximum aggregate value of the transaction:




  (5)   Total fee paid:





Fee paid previously with preliminary materials.


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


  (1) Amount Previously Paid:




  (2) Form, Schedule or Registration Statement No.:




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  (4) Date Filed:







*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholders Meeting to Be Held on May 17, 2017.


  PRIMERICA, INC.     Meeting Information
          Meeting Type:   Annual Meeting
          For holders as of:   March 21, 2017
          Date:  May 17, 2017   Time:  10:00 a.m.

Location:     Primerica Theater

                     1 Primerica Parkway

                     Duluth, GA 30099





DULUTH, GA 30099



You are receiving this communication because you hold shares in the company named above.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.




See the reverse side of this notice to obtain proxy materials and voting instructions.


          Before You Vote

              How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:






How to View Online:



Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:, or scan the QR Barcode below.



How to Request and Receive a PAPER or E-MAIL Copy:



If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:








3) BY E-MAIL*:



*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.



Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 3, 2017 to facilitate timely delivery.



          How To Vote

              Please Choose One of the Following Voting Methods







Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.



Vote By Internet: Go to or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.



Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



    Voting Items         

The Board of Directors recommends you vote FOR

Proposals 1, 2, 3 and 5 and for EVERY ONE YEAR on Proposal 4:


  1. To elect the following directors:





   John A. Addison, Jr.    07)      Robert F. McCullough


   Joel M. Babbit    08)    Beatriz R. Perez


   P. George Benson    09)    D. Richard Williams


   Gary L. Crittenden    10)    Glenn J. Williams


   Cynthia N. Day    11)    Barbara A. Yastine


   Mark Mason      


  2. To approve the Second Amended and Restated Primerica, Inc. 2010 Omnibus Incentive Plan.


  3. To consider an advisory vote on executive compensation (Say-on-Pay).


  4. To consider an advisory vote to determine stockholder preference on the frequency of the Say-on-Pay vote (Say-When-on-Pay).


  5. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2017.










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