Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 21, 2014, the Board of Directors (the "Board") of National Western
Life Insurance Company (the "Company") increased the total number of directors
to ten and elected Ann M. Moody a Class A director of the Company to serve until
the 2014 Annual Meeting of Shareholders. The Company's Articles of Incorporation
and Bylaws provide that the number of directors constituting the Board shall be
between seven and 27 members.
Mrs. Moody is the wife of Robert L. Moody, Chairman of the Board and Chief
Executive Officer of the Company; mother of Frances A. Moody-Dahlberg, an
employee and director of the Company; stepmother of Ross R. Moody, President and
Chief Operating Officer and a director of the Company; stepmother of Russell S.
Moody, a director of the Company; and brother of E. Douglas McLeod, a director
of the Company. The Board has determined that Mrs. Moody is not "independent"
under the Company's corporate governance guidelines and The NASDAQ Stock Market
listing standards. She has not been appointed to any of the sub-committees of
the Board at this time.
As a nonemployee director of the Company, Mrs. Moody will receive the same
compensation as the other nonemployee members of the Board as described in the
Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission, most recently May, 3, 2013, with the annual retainer fee prorated
for 2014. There have been no related party transactions between Mrs. Moody and
the Company that would be reportable under Item 404(a) of Regulation S-K.