Primerica, Inc. 8-K

What Happened Primerica, Inc. filed a Form 8-K on Feb. 23, 2026 disclosing that its Board approved the Fourth Amended and Restated By-Laws on Feb. 20, 2026. The amended bylaws require the Board to call a special meeting of stockholders upon a written request from one or more stockholders (or on their behalf, beneficial owners) who together own in the aggregate not less than a majority of the voting power of all shares entitled to vote on the matters to be brought before the meeting (the “Requisite Percentage”).

Key Details

• Effective date: Fourth Amended and Restated By-Laws adopted Feb. 20, 2026 (disclosed in 8-K filed Feb. 23, 2026).
• Requisite Percentage: a majority of the voting power of shares entitled to vote on the proposed matters.
• Ownership and timing requirements: requesting stockholders and any beneficial owners must have “owned” the required shares as of the request date and for the 12 months preceding that date.
• Procedural conditions and limitations: requests must include specified information (purpose, ownership evidence, nominee/business disclosure, acknowledgements regarding share dispositions and potential revocation). The Board may refuse to call a meeting for reasons including noncompliance with bylaw rules, improper subject under law, timing windows around annual meetings (including a 90‑day pre‑anniversary period and a 120‑day look‑back for similar business), if the Board already schedules a meeting within 90 days covering similar business, violations of law, or materially inaccurate information.

Why It Matters This amendment formalizes a shareholder-request pathway to force a special meeting but sets a high threshold — ownership of a majority of voting power plus continuous ownership for 12 months and strict procedural requirements. For most retail and activist investors without majority control, the new rules make it unlikely they could unilaterally call a special meeting; for large holders or coalitions that meet the threshold, the bylaw provides a clear process to seek one. The enumerated timing and “similar business” limits also restrict how frequently or quickly similar proposals (including director nominations or removals) can be re‑presented via special meetings.