8-KMaterial AgreementsExhibits & Filings

ALLSTATE CORP 8-K Report, Material Agreement (May 19, 2006)

Filed May 19, 2006For Securities:ALLALL-PJALL-PBALL-PHALL-PI

Summary

This Form 8-K filing from The Allstate Corporation reports on the approval of two key equity compensation plans by its stockholders at the 2006 Annual Meeting held on May 16, 2006. The Amended and Restated 2001 Equity Incentive Plan was updated to increase the authorized share pool by 12 million shares and to allow for awards qualifying as performance-based compensation under Section 162(m) of the Internal Revenue Code. This is significant for executive compensation structures. Furthermore, the 2006 Equity Compensation Plan for Non-Employee Directors was approved, replacing the previous plan and reserving 600,000 shares for issuance. This plan includes specific award grants for directors, such as stock options and restricted stock units, effective in June and December 2006. These approvals are important for the company's ability to attract and retain talent and align executive and director compensation with shareholder interests.

Key Highlights

  • 1Stockholders approved the Amended and Restated 2001 Equity Incentive Plan.
  • 2The 2001 Plan was amended to increase the authorized share pool by 12,000,000 shares.
  • 3The Amended 2001 Plan allows for awards to qualify as "performance based compensation" under IRS Section 162(m).
  • 4Stockholders also approved the 2006 Equity Compensation Plan for Non-Employee Directors.
  • 5The 2006 Plan reserves 600,000 shares of common stock for issuance to non-employee directors.
  • 6Under the 2006 Plan, non-employee directors will receive stock options and restricted stock units starting June 1, 2006.
  • 7The approved plans are crucial for the company's executive and director compensation strategies.

Frequently Asked Questions

The Amended and Restated 2001 Equity Incentive Plan was updated to increase the number of shares available for issuance and to ensure that certain awards could qualify as performance-based compensation, which can have tax advantages under IRS Section 162(m). The 2006 Equity Compensation Plan for Non-Employee Directors was established to provide a framework for compensating the company's directors through equity awards.

The Amended and Restated 2001 Equity Incentive Plan increases the number of authorized shares for issuance by 12,000,000 shares.

Starting June 1, 2006, each non-employee director serving on the Board will be granted a stock option to purchase 4,000 shares of common stock, vesting over three years. Additionally, on December 1, 2006, they will receive an award of 2,000 restricted stock units.

Detailed information regarding the terms and conditions of both the Amended and Restated 2001 Equity Incentive Plan and the 2006 Equity Compensation Plan for Non-Employee Directors can be found in The Allstate Corporation's definitive proxy statement filed with the SEC on March 27, 2006.