8-KCorporate ChangesExhibits & Filings

AFLAC INC 8-K Report, Bylaw Amendment (Feb 11, 2009)

Filed February 11, 2009For Securities:AFL

Summary

Aflac Incorporated (AFL) filed an 8-K on February 11, 2009, to report a significant change in its corporate governance. The company's Board of Directors approved amendments to its Bylaws, specifically altering the voting standard for director elections. This change aims to enhance shareholder influence and align with evolving corporate governance best practices. Effective immediately, Aflac has adopted a majority vote standard for uncontested director elections. This means that for a director nominee to be elected in an uncontested race, the number of votes cast in favor of their election must surpass the number of votes cast against it. This replaces the previous plurality voting standard. For contested director elections, the plurality voting standard remains in effect. This move is a direct response to recommendations from the company's Corporate Governance Committee and signals a commitment to greater accountability to shareholders.

Key Highlights

  • 1Aflac Incorporated's Board of Directors amended its Bylaws on February 10, 2009.
  • 2The amendments introduce a majority vote standard for uncontested director elections.
  • 3This new standard requires more 'for' votes than 'against' votes for a nominee to be elected.
  • 4The previous plurality voting standard has been replaced for uncontested elections.
  • 5Contested director elections will continue to use the plurality of votes cast standard.
  • 6The changes were recommended by the company's Corporate Governance Committee.
  • 7The amendments are effective immediately upon adoption.

Frequently Asked Questions

The main change is the adoption of a majority vote standard for uncontested director elections. This means that nominees must receive more 'for' votes than 'against' votes to be elected in situations where there is no opposing candidate.

In uncontested elections, directors now need majority support (more 'for' than 'against' votes) to be elected, replacing the previous system where a nominee could be elected with just the most votes, even if it was less than a majority. For contested elections, the voting standard remains the same (plurality of votes cast).

The change was made based on the recommendation of the company's Corporate Governance Committee and reflects a move towards enhancing corporate governance and increasing shareholder accountability by requiring a stronger consensus for director appointments.

The amendments to the Bylaws are effective immediately.