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Share Name | Share Symbol | Market | Type |
---|---|---|---|
UTG Inc (PK) | USOTC:UTGN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.01 | -0.03% | 30.00 | 29.88 | 31.00 | 30.00 | 30.00 | 30.00 | 100 | 20:21:08 |
Filed by the Registrant ⌧
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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⌧
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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UTG, INC
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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⌧
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount of which the filing fee is calculated and state how it was determined)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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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.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Data Filed:
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1.
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To elect nine directors of UTG to serve for a term of one (1) year and until their successors are elected and qualified;
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2.
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To approve, on a non-binding, advisory basis, the compensation of UTG’s named executive officers as described in the proxy statement that
accompanies this notice;
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3.
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To consider and act upon such other business as may properly be brought before the meeting.
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BY ORDER OF THE BOARD OF DIRECTORS
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UTG, INC.
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/s/ Bradley J. Betack
Bradley J. Betack, Secretary
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Title
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Amount
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Percent
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of
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Name and Address
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and Nature of
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Of
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Class
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of Beneficial Owner (2)
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Beneficial Ownership
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Class (1)
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(1)
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The percentage of shares owned is based on 3,187,708 shares of Common Stock outstanding as of April 10, 2023.
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(2)
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The address for each of Jesse Correll, First Southern Bancorp, Inc. (“FSBI”), First Southern Funding, LLC (“FSF”), First Southern Holdings, LLC
(“FSH”), and WCorrell, Limited Partnership (“WCorrell LP”), is 205 North Depot Street, Stanford, Kentucky 40484. The address for Cumberland Lake Shell, Inc. (“CLS”) is P.O. Box 430, 150 Railroad Drive, Somerset, Kentucky 42502.
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(3)
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The share ownership of Jesse Correll listed includes 73,755 shares of Common Stock owned by him individually. The share ownership of Mr. Correll
also includes 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Jesse Correll serves as managing general partner and as such, has sole voting and dispositive power over the shares held by the
entity.
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In addition, by virtue of his ownership of voting securities of FSF and FSBI, and in turn, their ownership of 100% of the outstanding membership
interests of FSH (the holder of 1,201,876 shares of Common Stock), Mr. Correll may be deemed to beneficially own the total number of shares of Common Stock owned by FSH, and may be deemed to share with FSH the right to vote and to dispose of
such shares. Mr. Correll owns approximately 74% of the outstanding membership interests of FSF. Additionally, Mr. Correll owns directly approximately 43%, companies he controls own approximately 16%, and he has the power to vote but does not
own an additional 2% of the outstanding voting stock of FSBI. FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH.
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(4)
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The share ownership of FSBI consists of 204,909 shares of Common Stock held by FSBI directly and 1,201,876 shares of Common Stock held by FSH of
which FSBI is a 99% member and FSF is a 1% member. As a result, FSBI may be deemed to share the voting and dispositive power over the shares held by FSH.
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(5)
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According to the Schedule 13D, as amended, filed August 27, 2020 Jesse Correll, FSBI, FSF and FSH, have agreed in principle to act together for the
purpose of acquiring or holding equity securities of UTG. In addition, because of their relationship with these Reporting Persons, Cumberland Lake Shell, Inc. and WCorrell Limited Partnership may also be deemed to be members of this group.
Therefore, each may be deemed to have acquired beneficial ownership of the equity securities of UTG beneficially owned by each of the Reporting Persons.
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Title of
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Name and Address of
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Amount and Nature of
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Percent of
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Class
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Beneficial Owner
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Beneficial Ownership
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Class (1)
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UTG’s
Common
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April R. Chapman
Jesse T. Correll
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Redmond, WA
Stanford, KY
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1,129
2,082,040
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(2)
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*
65.3%
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Stock, no
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Preston H. Correll
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Stanford, KY
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2,276
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(3)
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*
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Par value
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John M. Cortines
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Georgetown, TN
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4,911
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(4)
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*
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Thomas F. Darden, II
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Raleigh, NC
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62,892
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2.0%
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||
Howard L. Dayton, Jr.
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Winter Park, FL
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10,591
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(5)
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*
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Douglas P. Ditto
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Danville, KY
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50,394
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(6)
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1.6%
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Thomas E. Harmon
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Springfield, IL
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3,437
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*
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Theodore C. Miller
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Stanford, KY
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15,292
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*
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Gabriel J. Molnar
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Louisville, KY
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2,861
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*
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Peter L. Ochs
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Valley Center, KS
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7,495
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(7)
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*
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James P. Rousey
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Hustonville, KY
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14,509
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(8)(9)
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*
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All Directors and executive officers as a group (twelve in number)
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2,257,827
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70.6%
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(1)
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The percentage of outstanding shares for UTG is based on 3,187,708 shares of Common Stock outstanding as of April 10, 2023.
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(2)
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The share ownership of Mr. Jesse Correll includes 73,755 shares of Common Stock owned by him individually, 204,909 shares of Common Stock held by
FSBI and 400,000 shares of Common Stock owned by FSF. The share ownership of Mr. Correll also includes 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Mr. Correll serves as managing general
partner. Mr. Correll has sole voting and dispositive power over the shares held by these entities. In addition, by virtue of his ownership of voting securities of FSF and FSBI, and in turn, their ownership of 100% of the outstanding
membership interests of FSH (the holder of 1,201,876 shares of Common Stock), Mr. Correll may be deemed to beneficially own the total number of shares of Common Stock owned by FSH, and may be deemed to share with FSH the right to vote and to
dispose of such shares. Mr. Correll owns approximately 74% of the outstanding membership interests of FSF. Additionally, Mr. Correll owns directly approximately 43%, companies he controls own approximately 16%, and he has the power to vote
but does not own an additional 2% of the outstanding voting stock of FSBI. FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH.
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(3)
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Includes 3 shares held in street name.
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(4)
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Includes 848 shares held in spouse’s IRA and 1,881 shares held in street name.
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(5)
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Includes 473 shares held in street name.
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(6)
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Includes 1,600 shares held in a retirement account, 800 shares in street name, and 2,000 shares held by two of his children, and 1,000 held by a
third child.
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(7)
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Includes 2,000 shares held in a trust for benefit of named individual.
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(8)
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Includes 2,077 shares held in street name.
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Gabriel J. Molnar
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Committee Chairman
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Thomas E. Harmon
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John M. Cortines
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Name, Age
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Position with the Company, Business Experience and Other Directorships
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April R. Chapman, 57
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Mrs. Chapman is the CEO of Generous Giving, an organization focused on inspiring generosity that shapes our culture and impacts the world for
extraordinary good. Previously, April worked in the tech industry for 20 years, including a tenure at Microsoft. April left Microsoft to start a consulting firm to advise non-profits on Internet strategy. April serves on several non-profit
boards including Praxis, Impact Foundation, and National Christian Foundation Northwest. She was also previously the Co-Chair of the World Vision Innovation Fund. April Holds an Oxford Diploma in Strategy & Innovation and a BS in Computer
Science from UC Irvine.
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Jesse T. Correll, 66
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Chairman of UTG and Universal Guaranty Life Insurance Company since 2000; Director of UTG since 1999; Chairman of First Southern Bancorp, Inc.
since 1988; CEO of First Southern Bancorp, Inc. from 1988-2015; Manager and President of First Southern Funding, LLC since 1992; President, Director of The River Foundation since 1990; Board member of Crown Financial Ministries from 2004 to
2009; Friends of the Good Samaritans since 2005; Generous Giving from 2006 to 2009; the National Christian Foundation since 2006; Centre Board of Trustees from 2015 to 2022; and Cumberland Lake Shell, Inc. since 2017.
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Preston H. Correll, 42
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Founder of Marksbury Farm Market based in Bryantsville, Kentucky. He also owns and operates St. Asaph Farm in Stanford, Kentucky and focuses on
sustainable farming and raising natural meat. He spent a year and a half in India working with the Good Samaritans ministry and now serves on the board of the Friends of the Good Samaritans. Director of UTG, Inc. since December 2018.
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John M. Cortines, 34
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Mr. Cortines serves as the Director of Generosity for the Maclellan Foundation. He is the co-author of two books on money, faith, and generosity.
Prior to entering the nonprofit sector, he worked in the oil and gas industry as an engineer for Chevron Corporation. Mr. Cortines is a graduate of Harvard Business School (MBA), King Abdullah University of Science and Technology (MS), and
Texas A&M University (BS). Director of UTG, Inc. since December 2018.
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Thomas F. Darden, II, 68
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Mr. Darden is the Founder and Chief Executive Officer of Cherokee, an investment company that invests in both private equity and venture capital.
Beginning in 1984, Mr. Darden served for 16 years as the Chairman of Cherokee Sanford Group, a brick manufacturing and soil remediation company. From 1981 to 1983, he was a consultant with Bain & Company in Boston. From 1977 to 1978, he
worked as an environmental planner for the Korea Institute of Science and Technology in Seoul, where he was a Henry Luce Foundation Scholar. Mr. Darden is on the Boards of Shaw University, the Institute for The Environment at the University
of North Carolina and the Board of Governors of the Research Triangle Institute. Mr. Darden earned a Masters in Regional Planning from the University of North Carolina, a Juris Doctor from Yale Law School and a Bachelor of Arts from the
University of North Carolina, where he was a Morehead Scholar.
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Howard L. Dayton, Jr., 79
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In 1985, Mr. Dayton founded Crown Ministries in Longwood, Florida. Crown Ministries merged with Christian Financial Concepts in September 2000 to
form Crown Financial Ministries, the world’s largest financial ministry. He served as Chief Executive Officer from 1985 to 2007 and in 2009 founded Compass - Finances God’s Way. Mr. Dayton is a graduate of Cornell University. He developed
The Caboose, a successful railroad-themed restaurant in Orlando, FL in 1969. In 1972 he began his commercial real estate development career, specializing in office development in the Central Florida area. He has authored five popular small
group studies, produced several video series, and was the host for the nationally syndicated radio programs MoneyWise and HeyHoward. Asbury University named their business school the Howard Dayton School of Business. Mr. Dayton became a Director of UTG, Inc. in
December 2005.
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Thomas E. Harmon, 68
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Director of UTG and Universal Guaranty Life Insurance Company since March 2016. Mr. Harmon is the owner and President of Harmon Foods, Inc., a
chain of retail supermarkets, for the past 40 years. Mr. Harmon has been active in many charitable organizations over the years, most recently serving as a Board Member with Amigos En Cristo Ministries, an organization serving one of the
most disadvantaged parts of the world – Juarez, Mexico.
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Gabriel J. Molnar, 36
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Mr. Molnar is the Chief Financial Officer at Capstone Realty Inc., a commercial real estate development company in Louisville, Kentucky. Mr.
Molnar is a licensed CPA and real estate broker in Kentucky. Prior to Capstone, Mr. Molnar worked as a Financial Analyst with Procter & Gamble and as a public company auditor and healthcare consultant with PricewaterhouseCoopers. Mr.
Molnar received a MBA from the Owen Graduate School of Management at Vanderbilt University and is also a graduate of Asbury University in Wilmore, Kentucky.
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Peter L. Ochs, 71
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Mr. Ochs is founder of Capital III, a private equity investment firm located in Wichita, Kansas. Capital III provides impact investment capital
and management with investments in manufacturing, real estate, energy, and education with a geographical focus on the US and Latin America. Prior to founding Capital III, Mr. Ochs spent 8 years in the commercial banking industry. Mr. Ochs
graduated from the University of Kansas with a degree in business and finance.
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Jesse T. Correll
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Chairman of the Board, Chief Executive Officer, and President
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Name, Age
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Position with UTG and Business Experience
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Theodore C. Miller, 60
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Senior Vice President and Chief Financial Officer of UTG, Inc. and Universal Guaranty Life Insurance Company since 1997; Senior Vice President and
Chief Financial Officer of subsidiary companies since 1997; and Chief Financial Officer of First Southern Bancorp, Inc. and First Southern National Bank since 2016.
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Douglas P. Ditto, 67
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Vice President of UTG, Inc. and Universal Guaranty Life Insurance Company since June 2009; Chief Investment Officer from 2009 to 2012; Assistant
Vice President from June 2003 to June 2009; Executive Vice President of First Southern Bancorp, Inc. since March 1985.
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Name and Principal position
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Year
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Salary
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Bonus
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Stock
Awards
(1)
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All Other
Compensations
(2)
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Total
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Jesse T. Correll
Chief Executive Officer
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2022
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$217,500
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$2
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$199,998
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$11,681
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$429,181
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2021
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$195,000
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$150,000
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-
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$7,725
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$352,725
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James P. Rousey (3)
President
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2022
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$130,000
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$125,000
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$50,000
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$6,962
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$311,962
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2021
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$115,000
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$150,000
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-
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$4,525
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$269,525
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Douglas P. Ditto
Vice President
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2022
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$187,500
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$15
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$174,985
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$9,984
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$372,484
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2021
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$161,250
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$15
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$149,985
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$6,356
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$317,606
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(1)
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Stock awards in the form of an annual bonus of 15,682 and 4,511 shares were issued in 2022 and 2021, respectively.
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(2)
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All Other Compensation consists of matching contributions to an Employee Savings Trust 401(k) Plan.
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(3)
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Resigned all positions to retire effective February 21, 2023.
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Name
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Fees Earned or Paid in Cash
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Stock Awards
(1)
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All Other Compensation
(2)
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Total
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Jesse T. Correll
Chief Executive Officer
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$ -
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$ -
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$ -
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$ -
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James P. Rousey (3)
President
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-
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-
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-
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-
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April R. Chapman
Director
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-
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10,000
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-
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10,000
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Preston H. Correll
Director
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-
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15,000
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-
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15,000
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John M. Cortines
Director
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-
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15,000
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-
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15,000
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Thomas F. Darden, II
Director
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-
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15,000
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-
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15,000
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Howard L. Dayton
Director
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-
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15,000
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2,500
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17,500
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Thomas E. Harmon
Director
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-
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15,000
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-
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15,000
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Gabriel J. Molnar
Director
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-
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15,000
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1,000
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16,000
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Peter L. Ochs
Director
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-
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12,500
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-
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12,500
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(1)
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Market value of stock on earned date was $25.06 per share.
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(2)
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Other Compensation represents payment for consulting services performed relative to management enrichment.
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(3)
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Resigned all positions to retire effective February 21, 2023.
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BY ORDER OF THE BOARD OF DIRECTORS
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|
UTG, INC.
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/s/ Bradley J. Betack
Bradley J. Betack, Secretary
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I.
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Purpose
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◾
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The integrity of the Company’s financial statements and internal controls;
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◾
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The Company’s compliance with legal and regulatory requirements;
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◾
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The qualifications and independence of the Company’s independent registered public accounting firm; and
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◾
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The performance of the Company’s internal audit function and independent registered public accounting firm.
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II.
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Composition
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◾
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Who do not accept any direct or indirect consulting, advisory or compensatory fee from the Company other than for board
service or in respect of retirement or deferred compensation for prior service, who are not an “affiliated person” within the meaning of Rule 10A-3 under the Exchange Act; and
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◾
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Who have a basic understanding of finance and accounting and are able to read and understand fundamental financial statements and the regulatory
requirements of the Company’s industry.
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III.
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Meetings
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IV.
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Responsibilities and Duties
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◾
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Review and reassess the adequacy of this Charter at least annually and submit the charter to the Board of Directors for
approval.
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◾
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Review the Company’s annual audited financial statements prior to filing or distribution. Review should include discussion
with management and independent auditors of significant issues regarding accounting principles, practices, and judgments.
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◾
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Recommend to the board whether the financial statements should be included in the annual report on Form 10-K.
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◾
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Appoint, compensate, retain, and oversee the work performed by the independent auditor retained for the purpose of preparing
or issuing an audit report or related work. Review the performance and independence of the independent auditor and remove the independent auditor if circumstances warrant. The independent auditor will report directly to the Audit Committee
and the Audit Committee will oversee the resolution of disagreements between management and the independent auditor if they arise.
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◾
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On an annual basis, the Committee should review and discuss with the independent auditors all significant relationships they
have with the Company that could impair the auditors’ independence.
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◾
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Review and approve both audit and nonaudit services to be provided by the independent auditor. The authority to grant
approvals may be delegated to one or more designated members of the Audit Committee, whose decisions will be presented to the full Audit Committee at its next meeting.
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◾
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Discuss with the independent auditor the matters required to be discussed under the standards of the PCAOB.
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◾
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Review with the independent auditor any problems or difficulties and management’s response.
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◾
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Hold timely discussions with the independent auditor regarding the following:
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o
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Critical accounting policies and practices
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o
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Other material written communications between the independent auditor and management, including, but not limited to, the
management letter and schedule of unadjusted differences.
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◾
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At least annually, obtain and review a report by the independent auditor describing:
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o
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The independent auditor’s internal quality-control procedures
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o
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Any material issues raised by the most recent internal quality-control review or peer review, or by any inquiry or
investigation by governmental or professional authorities within the preceding five years with respect to independent audits carried out by the independent auditor, and any steps taken to deal with such issues
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o
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All relationships between the independent auditor and the Company, addressing the matters set forth in PCAOB Rule 3526.
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◾
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Periodically review the adequacy and effectiveness of the Company’s disclosure controls and procedures and the Company’s
internal control over financial reporting, including any significant deficiencies and significant changes in internal controls.
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◾
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Understand the scope of the internal auditor’s review of internal control over financial reporting and obtain a report on
significant findings and recommendations, together with management responses.
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◾
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Receive and review any disclosure from the Company’s CEO and CFO made in connection with the certification of the Company’s
quarterly and annual reports filed with the SEC of: a) significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s
ability to record, process, summarize, and report financial data; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control.
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◾
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Review major issues regarding accounting principles and financial statement presentations, including any significant changes
in the Company’s selection or application of accounting principles; major issues as to the adequacy of the Company’s internal controls; and any special audit steps adopted in light of material control deficiencies.
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◾
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Annually review a summary of director and officers’ related party transactions and potential conflicts of interest.
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◾
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Oversee the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing
matters, including the confidential, anonymous submission by Company employees regarding questionable accounting or auditing matters.
|
◾
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Review, with the Company’s counsel or other appropriate individuals, legal compliance and legal matters that could have a
significant impact on the Company’s financial statements.
|
◾
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Discuss policies with respect to risk assessment and risk management, including appropriate guidelines and policies to govern
the process, as well as the Company’s major financial risk exposures and the steps management has undertaken to control them.
|
◾
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Review, with management, the Company’s finance function, including its annual Plan, organization, and quality of personnel.
|
◾
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Perform other activities consistent with this Charter, the Company’s bylaws, and governing laws that the Board or Audit Committee determines are
necessary or appropriate.
|
V.
|
Procedures
|
VI.
|
Limitation of Audit Committee’s Role
|
•
|
Annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals
and objectives, and recommend to the Board the CEO’s overall compensation levels based on this evaluation. In evaluating the incentive components of CEO
|
•
|
At least annually, review and approve the annual base salaries and annual incentive opportunities of the CEO and the Senior Executives. In
addition, periodically and as and when appropriate, review and approve the following as they affect the CEO and the Senior Executives: (a) all other incentive awards and opportunities, including both cash-based and equity-based awards and
opportunities; (b) any employment agreements and severance arrangements; and (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits. Finally, the Compensation Committee
shall review and approve any special or supplemental compensation and benefits for the CEO and the Senior Executives and persons who formerly served as the CEO and/or as Senior Executives, including supplemental retirement benefits and the
perquisites provided to them during and after employment.
|
•
|
Monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to directors and
officers and with all other applicable laws affecting employee compensation and benefits.
|
•
|
Monitor and evaluate matters relating to the compensation and benefits structure of the Company as the Compensation Committee deems appropriate,
including: (a) provide guidance to senior management on significant issues affecting compensation philosophy or policy, and (b) evaluate whether the risks arising from the Company’s compensation policies and practices for its employees
would be reasonably likely to have a material adverse effect on the Company.
|
•
|
May form and delegate authority to subcommittees when appropriate.
|
•
|
Review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.
|
•
|
Consult with the Chief Executive Officer and advise the Board with respect to senior management succession planning.
|
PROXY FORM
|
PROXY FORM
|
|
UTG, Inc.
Annual Meeting of Shareholders – To be Held June 7, 2023
THE BOARD OF DIRECTORS SOLICITS THIS PROXY
|
||
The undersigned hereby appoints Jesse T. Correll and Bradley J. Betack, or either of them, the attorneys and proxies with full power of
substitution and revocation to represent and to vote, as designated below, all the shares of common stock of the Company held of record by the undersigned on April 10, 2023 at the annual meeting of shareholders to be held at the offices of
UTG, Inc., 205 North Depot Street, Stanford, Kentucky 40484, on Wednesday, June 7, 2023 at 9:30 a.m., or any adjournment thereof.
|
||
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS PRESENTED.
|
||
Please sign exactly as your name appears on the form and date and mail the proxy promptly. When signing as an attorney, executor, administrator,
trustee or guardian, please give your full title as such. If shares are held jointly, both owners must sign. If a corporation, please sign in full corporate name by President and other authorized officer. If a partnership, please sign in
partnership name by authorized person.
|
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