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Submission of Matters to a Vote of Security Holders – Form 8-K

all-20230523


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 23, 2023
THE ALLSTATE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-11840 36-3871531
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3100 Sanders Road, Northbrook, Illinois60062
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code(847) 402-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbols Name of each exchange on which registered
Common Stock, par value $0.01 per share ALL
New York Stock Exchange Chicago Stock Exchange
5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053 ALL.PR.B New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series H ALL PR H New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series I ALL PR I New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 7.375% Noncumulative Preferred Stock, Series J ALL PR J New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐



Section 5 - Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Registrant's annual stockholders meeting was held on May 23, 2023 (the "Annual Meeting") in a virtual format. The current virtual format allows Allstate to reach a broader base of stockholders not limited to those who can travel to an in-person meeting. This allows for greater participation among our stockholders and opportunity for more robust engagement. The virtual format also allows stockholders to submit questions and comments in our online forum both before and during the meeting.

Below are the final vote results of the Annual Meeting.

Proposal 1 - Election of Directors. Twelve directors were elected by a majority of the votes cast for terms expiring at the 2024 annual stockholders meeting. The voting results were as follows:

Nominee For Against Abstain Broker Non-Votes
Donald E. Brown 189,668,407 3,800,448 513,078 30,880,548
Kermit R. Crawford 187,110,202 6,388,505 483,226 30,880,548
Richard T. Hume 190,912,382 2,559,063 510,488 30,880,548
Margaret M. Keane 189,834,135 3,722,743 425,055 30,880,548
Siddharth N. Mehta 190,885,442 2,587,101 509,390 30,880,548
Jacques P. Perold 191,023,634 2,439,724 518,575 30,880,548
Andrea Redmond 185,081,161 8,463,847 436,925 30,880,548
Gregg M. Sherrill 190,330,375 3,151,724 499,834 30,880,548
Judith A. Sprieser 186,058,115 7,441,939 481,879 30,880,548
Perry M. Traquina 188,059,399 5,368,933 553,601 30,880,548
Monica Turner 191,781,510 1,764,226 436,197 30,880,548
Thomas J. Wilson 180,922,088 11,837,667 1,222,178 30,880,548

Proposal 2 - Say-on-Pay: Advisory Vote on the Compensation of the Named Executives. The proposal on the advisory resolution to approve the compensation of the named executives received the vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. The voting results were as follows:
For Against Abstain Broker Non-Votes
174,570,930 18,236,594 1,174,409 30,880,548

Proposal 3 - Say-on-Frequency: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executives. The proposal on the advisory resolution to approve the frequency of future advisory votes on the compensation of the named executives received the following votes:
1 Year 2 Years 3 Years Abstain
184,934,015 497,765 7,851,766 698,387





Proposal 4 - Ratification of the Appointment of Independent Registered Public Accountant. The proposal on ratification of the appointment of Deloitte & Touche LLP as Registrant's independent registered public accountant for 2023 received the vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. The voting results were as follows:
For Against Abstain
210,757,099 13,607,161 498,221


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE ALLSTATE CORPORATION
(Registrant)




By: /s/ Leanne N. McWilliams

Name: Leanne N. McWilliams

Title: Assistant Secretary



Date: May 25, 2023





Disclaimer

The Allstate Corporation published this content on 25 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2023 21:21:20 UTC.

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