8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 1, 2012 (April 26, 2012)

TORCHMARK CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	001-08052	63-0780404
(State or other Jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer ID No.)

3700 South Stonebridge Drive, McKinney, Texas 75070

(Address of principal executive offices)

Registrant’s telephone number, including area code:    (972) 569-4000

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) Annual Meeting of Shareholders held April 26, 2012

(b) Proposal I – Election of Directors for One Year Terms

	For		Against		Abstain		Broker Non-Vote
David L. Boren		73,964,172		807,811		87,191		8,249,878
M. Jane Buchan		74,473,558		290,763		94,852		8,249,879
Robert W. Ingram		74,472,383		289,434		97,357		8,249,878
Mark S. McAndrew		73,585,077		1,155,136		118,960		8,249,879
Sam R. Perry		74,432,065		321,857		105,251		8,249,879
Lamar C. Smith		73,989,402		773,756		96,015		8,249,879
Paul J. Zucconi		74,028,335		727,227		103,611		8,249,879

Proposal II -

	For		Against		Abstain		Broker Non-Vote
Ratification of Deloitte & Touche LLP as Independent Auditor for 2012		82,243,376		768,924		96,751		1

Proposal III -

	For		Against		Abstain		Broker Non-Vote
Advisory Approval of 2011 Executive Compensation (Annual “Say-on-Pay”)		73,333,645		1,282,590		242,938		8,249,879

(c) Not applicable.

(d)  Torchmark will include a shareholder vote on the compensation of executives in its proxy materials each year until the next required vote in 2014 on the frequency with which shareholders will vote on the compensation of executives as disclosed in proxy statements.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

99.1 Payments to Directors

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TORCHMARK CORPORATION
Date: May 1, 2012	/s/ Carol A. McCoy
	Carol A. McCoy,
	Vice President, Associate Counsel and
	Secretary

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EX-99.1

Exhibit 99.1

Payments to Directors

Non-employee directors of the Company are compensated on the following basis:

(1) Cash Compensation—(a) Directors will be paid $85,000 of their all-in annual retainer in cash in quarterly installments unless a timely election is made under the non-employee director sub-plan of the 2011 Plan to receive an equivalent amount of market value stock options, restricted stock or RSUs or to defer the cash to an interest-bearing account under the terms of that sub-plan of the 2011 Plan; (b) The Lead Director receives an additional $25,000 annual retainer in cash, payable in quarterly installments; (c) Annual Board committee chair retainers, payable in quarterly installments in cash, are $20,000 for the Audit Committee Chair and $10,000 for each of the Chairs of the Compensation Committee and the Governance and Nominating Committee; and (d) All members of the Audit Committee (including the Chair) receive an additional annual Audit Committee Member Retainer of $7,500, payable quarterly; and

(2) Equity Compensation—Directors are paid $85,000 of their all-in annual retainer in equity, either in the form of market value stock options, restricted stock or RSUs, based on the director’s timely election, with the equity issued on the first NYSE trading day of January of each calendar year valued at the NYSE market closing price of Company common stock on that date. If no timely election is made, the non-employee director receives his or her annual equity compensation in the form of $85,000 of market value stock options awarded on the first NYSE trading day of each year.

Non-employee directors do not receive meeting fees or fees for the execution of written consents in lieu of Board meetings or in lieu of Board committee meetings. They receive reimbursement for their travel and lodging expenses if they do not live in the area where a meeting is held.

Pursuant to the non-employee director sub-plan of the 2011 plan, newly elected non-employee directors will receive upon the date of their initial election to the Board $85,000 of restricted stock, valued at the market closing price of Company common stock on that date.

Effective July 1, 2012, non-employee director compensation will be modified as follows:

(1) The cash portion of the all-in retainer will increase to $90,000 annually (prorated for 2012);

(2) The Lead Director’s additional cash retainer will increase to $30,000 annually (prorated for 2012);

(3) The Audit Committee Chair retainer will increase to $22,500 annually (prorated for 2012);

(4) The annual Audit Committee Member retainer paid to all Audit Committee members (including the Audit Committee Chair) will increase to $10,000 annually (prorated for 2012).

Effective January 1, 2013, the equity portion of the non-employee directors all-in retainer will increase to $100,000 annually and newly elected non-employee directors will receive upon the date of their election to the Board a one-time award of $100,000 of restricted stock, valued at the market closing price on that date.

Non-employee directors receive very limited perquisites and other personal benefits, which may include holiday gifts, personal use of Company airplanes and costs associated with spouses’ travel to Board meetings.

Non-employee directors may currently elect to defer all or a designated portion of their cash-based annual director compensation into an interest-bearing account pursuant to a timely election made under the non-employee director sub-plan of the 2011 Plan. These accounts bear interest at non-preferential rates set from time to time by the Compensation Committee. The amounts in such accounts are paid to the director in a lump sum or equal monthly installments for up to 120 months as elected by the director with payments commencing on the earliest of (a) December 31 of the fifth year after the year for which the deferral was made, (b) the first business day of the fourth month after the director’s death or (c) the director’s termination as a non-employee director of the Company or any of its subsidiaries for a reason other than death.

Directors who are employees of the Company or its subsidiaries receive no compensation for Board service.