8-KShareholder Matters

ALLSTATE CORP 8-K Report, Shareholder Vote Results (May 19, 2015)

Filed May 19, 2015For Securities:ALLALL-PJALL-PBALL-PHALL-PI

Summary

Allstate Corp filed an 8-K on May 19, 2015, detailing the results of its annual stockholders meeting held on May 19, 2015. The report indicates strong shareholder support for the election of directors and the ratification of Deloitte & Touche LLP as the independent registered public accountant. Additionally, the advisory vote on executive compensation, commonly known as 'Say-on-Pay,' also received majority approval from shareholders, signaling confidence in the company's compensation practices. Conversely, a stockholder proposal requesting a policy on equity retention by senior executives did not pass, failing to gain majority support. This suggests a divergence in shareholder opinion on this specific governance matter compared to other proposals presented at the meeting. Overall, the meeting results reflect broad shareholder endorsement of Allstate's board and financial oversight, with a notable exception regarding the proposed executive equity retention policy.

Key Highlights

  • 1All ten nominated directors were overwhelmingly elected with an average "For" vote of 98.73%.
  • 2The advisory vote on executive compensation ('Say-on-Pay') passed with a significant majority (95.10% 'For').
  • 3Shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accountant for 2015 with 97.92% 'For' approval.
  • 4A stockholder proposal for a senior executive equity retention policy was rejected, with only 29.14% voting 'For'.
  • 5Broker non-votes were a consistent factor across most proposals, particularly for the election of directors.
  • 6Abstentions had no impact on director elections but acted as a 'vote against' for executive compensation and auditor ratification.

Frequently Asked Questions

The meeting resulted in the overwhelming election of all ten nominated directors, a successful advisory vote on executive compensation ('Say-on-Pay'), and the ratification of Deloitte & Touche LLP as the independent auditor. However, a shareholder proposal regarding executive equity retention failed to gain majority support.

Shareholders provided advisory approval for the compensation of Allstate's named executive officers, with approximately 95.10% of the shares present and entitled to vote casting a 'For' vote.

The stockholder proposal seeking a policy on equity retention by senior executives did not pass. It received a 'For' vote from only 29.14% of the shares present and entitled to vote, indicating shareholder disapproval of this specific proposal.

Broker non-votes were present for all proposals, impacting the total shares voted but not the outcome for director elections (Proposal 1) or auditor ratification (Proposal 3). Abstentions had no impact on director elections but were treated as votes against for the 'Say-on-Pay' (Proposal 2) and auditor ratification (Proposal 3).