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EQUITY COMPENSATION PLAN INFORMATION
The following table provides information with respect to compensation plans under which our equity securities are
authorized for issuance to our employees or Non-employee Directors, as of December 31, 2014.
Plan Category
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(a)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
Excluding Securities
Reflected in Column (a)
(c)
Equity Compensation Plans
Approved by Shareholders
9,301,364
$48.84
11,256,357*
Equity Compensation Plans Not
Approved by Shareholders
—
—
—
Total
9,301,364
$48.84
11,256,357
Of the shares listed in column (c), 7,503,395 shares are available for grant other than in the form of options, warrants, or rights (i.e., in the
form of restricted stock or restricted stock units).
ADVISORY VOTE ON EXECUTIVE COMPENSATION (Proposal 2)
We believe that our compensation policies and procedures are centered on a pay-for-performance culture and are
strongly aligned with the long-term interests of our shareholders. Beginning in 2008, we voluntarily provided our
shareholders an annual advisory vote, commonly known as “say-on-pay.” Since 2011, Section 14A of the Exchange
Act (as enacted by the Dodd-Frank Wall Street Reform and Consumer Protection Act) requires us to provide our
shareholders a say-on-pay vote. This vote gives you as a shareholder the opportunity to endorse or not endorse the
compensation of our named executive officers through the following resolution:
“Resolved, that the shareholders approve the compensation of the Company’s named executive
officers, pursuant to the compensation disclosure rules of the Securities and Exchange Commission,
including as disclosed in the Compensation Discussion and Analysis, executive compensation
tables and accompanying narrative discussion in the Proxy Statement
.”
Because your vote is advisory, it will not be binding upon the Board. However, the Compensation Committee will take
into account the outcome of the vote when considering future executive compensation arrangements. Consistent with
our past practice, we believe that our shareholders should be allowed a say-on-pay vote every year so that
shareholders may annually express their views on our executive pay program and policies.
We are committed to achieving a high level of total return for our shareholders. From August 1990, when Daniel P.
Amos was appointed as the CEO through December 31, 2014, the Company’s total return to shareholders, including
reinvested cash dividends, has exceeded 4,545%, compared with 1,135% for the Dow Jones Industrial Average,
958% for the S&P 500 Index, and 726% for the S&P Life & Health Insurance Index.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
APPROVAL OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
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