8-KShareholder MattersOther EventsExhibits & Filings

ALLSTATE CORP 8-K Report, Rights Modification (May 18, 2007)

Filed May 18, 2007For Securities:ALLALL-PJALL-PBALL-PHALL-PI

Summary

This Form 8-K filing from The Allstate Corporation, dated May 18, 2007, primarily details two significant events. Firstly, it announces amendments to the company's Restated Certificate of Incorporation, approved by stockholders and effective May 17, 2007. These amendments reduce supermajority voting requirements for amending bylaws and removing directors from 66 2/3% to a simple majority, simplifying corporate governance. Secondly, the report discloses that Allstate has received a subpoena from a U.S. Grand Jury investigating the insurance industry's handling of Hurricane Katrina claims in Mississippi. Allstate is cooperating with the investigation and maintains confidence in its claims settlement practices.

Key Highlights

  • 1Allstate's Restated Certificate of Incorporation was amended to lower the stockholder vote threshold for bylaw amendments and director removal from 66 2/3% to a majority.
  • 2These corporate governance changes aim to streamline decision-making and reflect updated corporate practices.
  • 3The company is cooperating with a U.S. Grand Jury investigation into Hurricane Katrina claims handling in Mississippi.
  • 4A subpoena has been issued to Allstate as part of this ongoing investigation.
  • 5Allstate expresses confidence in its claims settlement practices related to Hurricane Katrina and its commitment to fair resolution.
  • 6The filing also clarifies the company's authorized capital stock as of April 30, 2007, with 25 million preferred shares and 2 billion common shares authorized.

Frequently Asked Questions

The primary governance change is the reduction of the supermajority vote requirement (from 66 2/3% to a simple majority) for stockholders to amend the company's bylaws and to remove a director. These amendments became effective on May 17, 2007.

Allstate has received a subpoena from a U.S. Grand Jury as part of an investigation into how the insurance industry handled claims following Hurricane Katrina in Mississippi.

Allstate is cooperating with the U.S. Attorney's office and is working to comply with the subpoena. The company states it remains confident in its claims settlement practices and is committed to resolving claims fairly.

As of April 30, 2007, Allstate had 25,000,000 shares of preferred stock authorized (none issued or outstanding) and 2,000,000,000 shares of common stock authorized, of which 900,000,000 were issued and 607,408,065 were outstanding.