8-KShareholder MattersCorporate ChangesExhibits & Filings

AFLAC INC 8-K Report, Bylaw Amendment (May 6, 2010)

Filed May 6, 2010For Securities:AFL

Summary

Aflac Incorporated filed this Current Report (8-K) on May 5, 2010, to disclose key corporate governance and shareholder meeting outcomes from their Annual Meeting held on May 3, 2010. The most significant event reported is the amendment to the company's Bylaws, specifically Article II, Section 5, which now establishes a "majority of the votes cast" as the general voting standard for most shareholder proposals, excluding director elections. This change aims to simplify the voting process and clarify the threshold for proposal approval, becoming effective immediately upon board adoption. The report also details the results of the shareholder votes from the Annual Meeting. All 16 director nominees were elected, an advisory proposal on executive compensation was approved, and the appointment of KPMG LLP as the independent registered public accounting firm for 2010 was ratified. These outcomes indicate shareholder confidence in the current board and corporate governance practices, with strong support for all presented matters.

Key Highlights

  • 1Aflac Incorporated amended its Bylaws to adopt a 'majority of the votes cast' standard for most shareholder proposals, effective May 3, 2010.
  • 2This bylaw change clarifies the voting threshold for shareholder matters, excluding director elections.
  • 3The company's Annual Meeting of Shareholders was held on May 3, 2010.
  • 4All 16 director nominees were elected with substantial support.
  • 5Shareholders approved an advisory (non-binding) proposal on executive compensation.
  • 6The appointment of KPMG LLP as the independent registered public accounting firm for 2010 was ratified.
  • 7The filing provides detailed vote counts for director elections, executive compensation, and auditor ratification.

Frequently Asked Questions

This 8-K filing primarily announces an amendment to Aflac Incorporated's Bylaws regarding shareholder voting standards and reports the results of the company's Annual Meeting of Shareholders held on May 3, 2010.

Aflac's Board of Directors amended Article II, Section 5 of the Bylaws to establish that a 'majority of the votes cast' is the general voting standard for shareholder proposals, unless otherwise specified by law or company charter. This means more 'for' votes than 'against' votes are needed for approval.

No, the amendment explicitly states that it has no effect on the election of directors. Director elections follow their own specific voting requirements.

Yes, the results show that all matters put to a vote were approved by shareholders: the election of all 16 director nominees, the advisory proposal on executive compensation, and the ratification of KPMG LLP as the independent auditor for 2010.