8-KShareholder Matters

ALLSTATE CORP 8-K Report, Shareholder Vote Results (May 22, 2012)

Filed May 22, 2012For Securities:ALLALL-PJALL-PBALL-PHALL-PI

Summary

This 8-K filing by The Allstate Corporation reports on the outcomes of its Annual Stockholders Meeting held on May 22, 2012. The primary focus for investors is the overwhelming approval of all management-proposed items, including the election of directors, advisory vote on executive compensation, and amendments to the company's certificate of incorporation. Notably, all twelve director nominees were re-elected with substantial support, and the executive compensation plan received a majority advisory approval. Furthermore, key governance changes were approved, including granting stockholders the right to act by written consent and the ability for holders of at least 10% of outstanding common stock to call a special meeting. These votes indicate strong shareholder confidence in the current board and management, while also enhancing shareholder rights. The ratification of Deloitte & Touche LLP as the independent registered public accountant for 2012 also passed with high approval. Conversely, a shareholder proposal regarding political contributions was not approved.

Key Highlights

  • 1All twelve director nominees were re-elected with an average vote of 95.68% in favor.
  • 2The advisory vote to approve executive compensation for Named Executive Officers received majority support (92.32% 'For').
  • 3Shareholders approved amendments to the Certificate of Incorporation to allow stockholders to act by written consent (73.39% 'For').
  • 4Shareholders approved amendments to the Certificate of Incorporation allowing holders of at least 10% of outstanding common stock to call a special meeting (75.58% 'For').
  • 5The appointment of Deloitte & Touche LLP as the independent registered public accountant for 2012 was ratified with strong support (97.67% 'For').
  • 6A shareholder proposal requesting a report on political contributions was not approved, failing to gain majority support (9.96% 'For').

Frequently Asked Questions

The meeting saw the re-election of all twelve directors, majority advisory approval of executive compensation, and approval of key governance changes allowing shareholders to act by written consent and to call special meetings with a 10% ownership threshold. The appointment of Deloitte & Touche LLP as auditors was also ratified. A shareholder proposal on political contributions was not approved.

The advisory vote to approve the compensation of Allstate's Named Executive Officers received strong support, with 92.32% of the shares present and entitled to vote approving the proposal.

Shareholders approved two significant changes to the company's governance structure. First, they approved an amendment to grant stockholders the right to act by written consent. Second, they approved an amendment to allow holders of at least 10% of the outstanding common stock to request a special stockholders meeting. Both proposals passed with substantial majorities.

No, the shareholder proposal seeking a report on political contributions did not receive majority support. It received only 9.96% of the votes in favor.