2023 Proxy Statement
About
For more than six decades, insurance policies of the Company's subsidiaries have given policyholders the opportunity to focus on recovery, not financial stress. In the
Our Long-Term Growth Strategy
The Company's strategy for growth in the
In this Proxy Statement, the terms "Company," "we," or "our" refer to
You are cordially invited to attend the Annual Meeting of Shareholders ("Annual Meeting") of
You will be able to attend the Annual Meeting, vote, and submit your questions during the webcast. The Annual Meeting will be held for the following purposes, all of which are described in the accompanying Proxy Statement:
To elect as Directors of the Company the eleven nominees named in |
Each of the eleven |
the accompanying Proxy Statement to serve until the next Annual |
director nominees |
Meeting and until their successors are duly elected and qualified |
See page 13 |
To consider a non-binding advisory proposal on the Company's |
See page 38 |
executive compensation ("say-on-pay") |
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To hold a non-binding advisory vote on the frequency of future |
See page 73 |
say-on-pay votes |
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To ratify the appointment of |
See page 74 |
independent registered public accounting firm for the year ending |
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In addition, any other business properly presented may be acted upon at the meeting and at any adjournments or postponements of the meeting.
The accompanying proxy is solicited by the Company's Board of Directors on behalf of the Company. The Proxy Statement and the Company's Annual Report on Form 10-K for the year ended
Your vote is important! Even if you expect to attend the virtual Annual Meeting, please vote in advance. If you attend the Annual Meeting online, you may revoke your proxy by submitting a vote during the Annual Meeting.
We are making the Proxy Statement and the form of proxy first available on or about
By order of the Board of Directors,
Corporate Secretary |
(1) |
Important Notice Regarding the Availability of Proxy Materials for |
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the Annual Meeting to be held on |
Statement and the Annual Report are available at proxyvote.com. |
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Logistics
DATE AND TIME
VIRTUAL (ONLINE ONLY)
www.virtualshareholdermeeting.com/ AFL2023 using your 16-digit control number included on your proxy card or notice
RECORD DATE
How to Vote
It is important that you vote your shares. We offer several easy and cost-effective voting methods for your convenience.
INTERNET
Visit www.proxyvote.com. You will need the 16-digit control number that appears on your proxy card or notice.
TELEPHONE
If your shares are held in the name of a broker, bank, or other nominee, follow the telephone voting instructions, if any, provided on your proxy card. If your shares are registered in your name, call 1-800-690-6903 and follow the telephone voting instructions. You will need the 16-digit control number that appears on your proxy card.
If you received a full package by mail,
complete and sign the proxy card and retuit in the enclosed postage prepaid envelope.
TABLET OR SMARTPHONE
Scan the QR code that appears on your proxy card or notice using your mobile device.
AFLAC INCORPORATED
LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Dear Fellow Shareholder:
As I reflect on 2022, I am very proud that our management, employees and sales distribution teams have continued to be resilient stewards of our business and to be there for our policyholders when they need us most - just as we promise. Overall, pandemic conditions impacted operations in
Through it all, we've affirmed our commitment to being there for our policyholders, supporting our employees and sales teams personally and professionally, and continuing to prioritize a culture of diversity, equity and inclusion. We advanced our environmental, social, and governance (ESG) disclosures with a dedicated report outlining our ESG policies and a separate TCFD Report. We were pleased to appear on Fortune's List of World's Most Admired Companies for the 22nd time, ranking No. 1 in the Insurance: Life and Health industry in the Long-Term Investment Value category and No. 2 for Use of Corporate Assets and Quality of Management.
In the current environment, we believe that the need for our products is even greater. At the same time, we know consumer habits and buying preferences have been evolving. We are committed to being where consumers want to buy insurance, which means we can be there for them in their time of need with the
financial protection only Aflac products can provide. We remain focused on helping to provide protection to our policyholders, growing our business, being a good corporate citizen, and driving shareholder value. In doing so, we've gained the trust of our millions of policyholders and customers worldwide. Following are some additional highlights that stand out from 2022.
Growth
Throughout the pandemic, we adapted through virtual technology and seized the opportunity to accelerate investment in our platform, while continuing our strong earnings performance.
We have been, and will continue to, concentrate on scaling up our network dental and vision and our group life and disability businesses, while growing our core supplemental health business in the
For 2022,
Deployment
We place significant importance on continuing to achieve strong capital ratios in the
recent years to defend cash flow and deployable capital against a weakening yen. We pursue value creation through a balance of actions including growth investments, stable dividend growth and disciplined, tactical stock repurchase. With the fourth quarter's declaration, 2022 marks the 40th consecutive year of dividend increases. We treasure our track record of dividend growth and remain committed to extending it, supported by the strength of our capital and cash flows. Additionally, the Board reiterated its first quarter dividend increase of 5%. At the same time, we have remained tactical in our approach to share repurchase, deploying
We believe in the underlying strengths of our business and our potential for continued growth in
- Adjusted earnings per diluted share, excluding foreign currency impact, is not calculated in accordance with generally accepted accounting principles in
the United States (GAAP). See Appendix A to this Proxy Statement for the definition of this non-GAAP measures and reconciliation to the most comparable GAAP financial measure.
LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER |
2023 PROXY STATEMENT |
3 |
Doing the right thing is engrained in
We believe in cultivating and welcoming all forms of diversity and viewpoints in our operations throughout our workforce, management team, and in the composition of our Board. We have found that this approach is not just the right thing to do; it enables us to serve our customers better.
Our purpose as a company guides us, and our commitment to doing the right thing has become engrained in our community outreach in the places where we conduct business. As the pioneer of supplemental cancer insurance in both the
Contributions from our all-commission sales force, our employees, our
executives and Board have exceeded the
I am also excited about our future and what we can accomplish together in 2023. I want to express my gratitude to you, our shareholders, for putting your faith, confidence, trust, and resources in
"Our strong business performance enables us to bring to life the good we do in the communities in which we operate."
In closing, we also believe in the underlying strengths of our business and our potential for continued growth in
With these topics as a backdrop, it is my pleasure to invite you to virtually attend the 2023 Annual Meeting of Shareholders on
Sincerely,
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
Attachments
Disclaimer
2022 Business and Sustainability Report
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