8-KShareholder MattersCorporate ChangesOther Events+1

ALLSTATE CORP 8-K Report, Rights Modification (May 23, 2012)

Filed May 23, 2012For Securities:ALLALL-PJALL-PBALL-PHALL-PI

Summary

This 8-K filing from The Allstate Corporation, dated May 23, 2012, primarily details significant amendments to its Certificate of Incorporation and Bylaws, effective May 23, 2012. These changes, approved at the annual stockholders meeting on May 22, 2012, are designed to modify corporate governance and stockholder rights. Key alterations include reducing the ownership threshold required to call a special stockholders meeting from 20% to 10% of outstanding common stock and enabling stockholders to act by written consent with a similar 10% ownership threshold, subject to procedural provisions. Additionally, the filing clarifies details regarding Allstate's authorized capital stock, specifying 25 million shares of preferred stock and 2 billion shares of common stock, with approximately 490.5 million shares outstanding as of April 30, 2012. The company also notes a revised Code of Ethics approved on May 21, 2012, to reflect its contemporary values. These corporate governance adjustments are important for investors to understand as they impact the ability of shareholders to influence corporate actions and decision-making.

Key Highlights

  • 1Reduced ownership threshold to call a special stockholders meeting from 20% to 10% of outstanding common stock.
  • 2Enabled stockholders holding at least 10% of outstanding common stock to act by written consent, subject to procedural rules.
  • 3Removed a previous prohibition on stockholders acting by written consent.
  • 4Clarified director election requirements: directors need a majority of votes cast, excluding abstentions.
  • 5Updated authorized capital stock: 25 million preferred shares (none outstanding) and 2 billion common shares (approx. 490.5 million outstanding as of April 30, 2012).
  • 6Amended and restated the Certificate of Incorporation and Bylaws, effective May 23, 2012.
  • 7Approved a revised Code of Ethics to align with current company values and culture.

Frequently Asked Questions

The main changes involved significant amendments to the Certificate of Incorporation and Bylaws. The threshold for stockholders to call a special meeting was lowered from 20% to 10% of outstanding common stock. Furthermore, stockholders now have the ability to act by written consent if they collectively hold at least 10% of the outstanding common stock, removing a previous prohibition on this action.

Lowering the ownership requirement from 20% to 10% of outstanding common stock for calling a special meeting, and enabling action by written consent with the same threshold, empowers smaller groups of shareholders. It potentially makes it easier for a more concentrated group of investors to convene meetings or pass resolutions without the need for a full annual meeting, thus increasing their influence on corporate governance and decision-making.

As of May 23, 2012, Allstate's authorized capital stock consisted of 25,000,000 shares of preferred stock (with none issued or outstanding) and 2,000,000,000 shares of common stock. Approximately 490,522,157 shares of common stock were outstanding as of April 30, 2012.

The filing clarifies that directors are elected by a majority of the votes cast at a meeting where a quorum is present. Votes cast include votes 'FOR' a director and votes to 'withhold authority,' but exclude abstentions. This ensures a simple majority of actively cast votes is required for election.