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Submission of Matters to a Vote of Security Holders – Form 8-K
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Shareholders of Aflac Incorporated (the "Company") was held on May 6, 2024 . Matters submitted to the shareholders and voted upon at the meeting, which are more fully described in the Company's Proxy Statement, are as follows:
(1) Election of 10 members to the board of directors;
(2) Approval of a non-binding advisory proposal on compensation of the Company's named executive officers as described in the Proxy Statement; and
(3) Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024 .
The shareholders approved proposals (1), (2) and (3).
The total number of shares of the Company's Common Stock entitled to vote at the meeting was 575,408,110, of which 91,187,460 directly registered shares were entitled to ten votes per share and 46,191,885 shares held in "street" or "nominee" name exercised ten votes per share. The total number of voting rights represented at the meeting was 1,811,822,215.
The shares owned by J&A Alliance Trust (the "Trust") represented, in aggregate, 20% of the total voting power of the Company's Common Stock. The Shareholders Agreement, entered into on February 28, 2019 , by the Company, Japan Post Holdings Co., Ltd. , J&A Alliance Holdings Corporation , solely in its capacity as trustee of the Trust, and General Incorporated Association J&A Alliance , provides voting restrictions that require the Trust to vote (i) all shares representing voting rights in excess of 20% of the voting rights in the Company and (ii) all of its shares in connection with a change in control transaction, in each case, in a manner proportionally equal to votes of shares not beneficially owned by the Trust. For more information about the forgoing, please see the Company's Proxy Statement.
The following is a summary of the votes cast, as well as the number of abstention and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director.
| VOTES | ||||
| For | Against | Abstentions | Broker Non-Votes |
|
| (1) Election of 10 members to the board of directors: | ||||
| 1,357,787,312 | 26,623,962 | 4,611,266 | 84,878,383 | |
| 1,373,615,402 | 13,827,826 | 1,579,312 | 84,878,383 | |
| 1,382,163,858 | 5,189,419 | 1,669,263 | 84,878,383 | |
| 1,384,138,009 | 3,514,012 | 1,370,519 | 84,878,383 | |
| 1,384,279,214 | 3,068,240 | 1,675,086 | 84,878,383 | |
| 1,366,287,674 | 21,116,904 | 1,617,962 | 84,878,383 | |
| 1,381,893,306 | 5,803,151 | 1,326,083 | 84,878,383 | |
| Nobuchika Mori | 1,383,298,524 | 4,122,746 | 1,601,270 | 84,878,383 |
| 1,369,842,342 | 17,527,215 | 1,652,983 | 84,878,383 | |
| 1,365,795,595 | 21,629,346 | 1,597,599 | 84,878,383 | |
| (2) Non-binding advisory proposal on executive compensation | 1,334,880,494 | 49,689,770 | 4,452,276 | 84,878,383 |
|
(3) Ratification of appointment of
|
1,433,001,691 | 39,149,079 | 1,750,153 | 0 |
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