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March 16, 2023 Newswires No comments
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2023 Proxy Statement

U.S. Regulated Equity Markets (Alternative Disclosure) via PUBT

About Aflac Incorporated

Aflac Incorporated (the "Company"), through its subsidiaries, provides financial protection to our millions of policyholders and customers worldwide. The Company's principal business is supplemental health and life insurance products with the goal to provide customers the best value in supplemental insurance products in the United States (U.S.) and Japan.

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 U.S., Aflac is the number one provider of supplemental health insurance products. Aflac Life Insurance Japan is the leading provider of cancer and medical insurance policies in force in Japan.

Our Long-Term Growth Strategy

The Company's strategy for growth in the U.S. and Japan has remained straightforward and consistent for many years. The Company develops relevant supplemental health insurance products offering financial protection from the rising out-of-pocket expenses associated with medical events that are not covered by the insureds' primary coverage. The Company also offers a complement of other voluntary and employer-paid health and life insurance products to fit the needs of its customers. Additionally, the Company aims to obtain more customers by selling where customers prefer to purchase protection, whether through an agent or broker, a distribution partner, or directly to the consumer.

In this Proxy Statement, the terms "Company," "we," or "our" refer to Aflac Incorporated. The Company's insurance business consists of two reporting segments: Aflac Japan and Aflac U.S. The primary insurance subsidiary in the Aflac Japan segment is Aflac Life Insurance Japan Ltd. Aflac U.S. includes the insurance subsidiaries American Family Life Assurance Company of Columbus (Aflac); Continental American Insurance Company, branded as Aflac Group Insurance; American Family Life Assurance Company of New York (Aflac New York); and Tier One Insurance Company; as well as Aflac Benefits Solutions, formerly Argus Dental & Vision, Inc., which provides a platform for Aflac Dental and Vision in the U.S. The term "Aflac Global Investments" refers to the Company's asset management subsidiary, Aflac Asset Management LLC, and its management subsidiary in Japan, Aflac Asset Management Japan Ltd.

2023 PROXY STATEMENT

1

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the Annual Meeting of Shareholders ("Annual Meeting") of Aflac Incorporated. This year's Annual Meeting will be held virtually.

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")

To hold a non-binding advisory vote on the frequency of future

See page 73

say-on-pay votes

To ratify the appointment of KPMG LLP as the Company's

See page 74

independent registered public accounting firm for the year ending

December 31, 2023

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 December 31, 2022, are enclosed.(1) The record date for determining which shareholders are entitled to vote at the Annual Meeting is February 21, 2023. Only shareholders of record at the close of business on that date, or their duly appointed proxies, will be entitled to vote at the Annual Meeting and any adjournment thereof. For more information on how to attend the virtual Annual Meeting, please see Appendix B of the Proxy Statement.

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 March 16, 2023.

By order of the Board of Directors,

J. Matthew Loudermilk

Corporate Secretary

(1)

Important Notice Regarding the Availability of Proxy Materials for

March 16, 2023

the Annual Meeting to be held on May 1, 2023: This Proxy

Statement and the Annual Report are available at proxyvote.com.

Columbus, Georgia

Logistics

DATE AND TIME

May 1, 2023

10:00 a.m. EasteTime

VIRTUAL (ONLINE ONLY)

www.virtualshareholdermeeting.com/ AFL2023 using your 16-digit control number included on your proxy card or notice

RECORD DATE

February 21, 2023

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.

MAIL

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

March 16, 2023

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 Japan, especially in the first half of 2022, but they are gradually improving. Meanwhile, pandemic conditions in the U.S. have largely subsided, which contributed to the increase in sales for the year.

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 U.S.

For 2022, Aflac Incorporated reported $4.2 billion in net earnings, or $6.59 earnings per diluted share. Adjusted earnings per diluted share excluding the impact of foreign currency* was $5.67, the company's second-best year in history following a record 2021.

Strategic Capital

Deployment

We place significant importance on continuing to achieve strong capital ratios in the U.S. and Japan on behalf of our policyholders and shareholders. In addition, we have taken proactive steps in

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 $2.4 billion in capital to repurchase 39.2 million of our shares in 2022. Combined with dividends, this means we delivered $3.4 billion back to shareholders in 2022. Notably, we also have among the highest retuon capital and lowest cost of capital in the industry. We have also focused on integrating the growth investments we have made in our platform.

We believe in the underlying strengths of our business and our potential for continued growth in Japan and the U.S. - two of the largest life insurance markets in the world. We are well-positioned as we work toward achieving long-term growth while also ensuring we deliver on our promise to policyholders. I'm proud of what we have accomplished in terms of both our social purpose and financial results, which have ultimately translated into strong, long-term shareholder return.

  • 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

The Aflac Way: Doing the Right Thing

Doing the right thing is engrained in The Aflac Way, which has been the cornerstone of how we do business in the U.S. and Japan. Operating this way, we are privileged to help provide financial protection to our policyholders during their time of need.

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 U.S. and Japan, it has perhaps been most visible in our dedication to children facing cancer and other serious diseases. 2022 marked 27th year of our partnership with the Aflac Cancer and Blood Disorders Center of Children's Healthcare of Atlanta, which has become nationally renowned as one of the leading childhood cancer, hematology, and blood and marrow transplant programs in the United States.

Contributions from our all-commission sales force, our employees, our

executives and Board have exceeded the $165 million mark. 2022 also represented the 22nd year of our partnership with the Aflac Parents House in Japan, which provides a home-away-from-home where pediatric patients and their families can temporarily live together while they support their child's battle with cancer or numerous other serious illnesses. Over the years, more than 149,000 people have received support. We also just completed the fourth full year in the U.S. and the third full year in Japan of offering My Special Aflac Duck, our smart comforting companion that helps children feel less alone by using state-of-the-art interactive technology during their cancer treatment. In the U.S., this is the second year that we introduced a new version of My Special Aflac Duck for children facing sickle cell disease. I'm proud of what we have accomplished in terms of both our social purpose and financial results, which have ultimately translated into strong, long-term shareholder return.

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 Aflac Incorporated. Delivering on our promise to be there for all of our constituents remains our priority because that is not only what sets us apart, it's just who we are.

"Our strong business performance enables us to bring to life the good we do in the communities in which we operate."

Toshihiko Fukuzawa has informed the Board that he will not stand for election at the 2023 annual meeting. I would like to take this opportunity to express my gratitude to Fukuzawa-san for his insightful contributions and dedicated service to the Company since 2016.

In closing, we also believe in the underlying strengths of our business and our potential for continued growth in Japan and the U.S. - two of the largest life insurance markets in the world.

With these topics as a backdrop, it is my pleasure to invite you to virtually attend the 2023 Annual Meeting of Shareholders on Monday, May 1, 2023, where you can leamore about Aflac Incorporated's recent business performance and strategy for the future. I encourage you to review the proxy materials and Annual Report on Form 10-K as well as Aflac Incorporated's 2022 Business and Sustainability Report, which can be found at investors.aflac.com under the "Sustainability" tab, to leamore about our company and our latest accomplishments. Then, please vote your shares, even if you plan to attend the virtual Annual Meeting. We want to be sure your shares and your viewpoints are represented.

Sincerely,

Daniel P. Amos

CHAIRMAN AND CHIEF

EXECUTIVE OFFICER

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Disclaimer

Aflac Incorporated published this content on 16 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 March 2023 14:09:23 UTC.

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