Newswires
Submission of Matters to a Vote of Security Holders – Form 8-K
all-20230523
UNITED STATES
Washington, D.C. 20549
THE ALLSTATE CORPORATION
3100 Sanders Road , Northbrook, Illinois60062
SECURITIES AND EXCHANGE COMMISSION
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
(Exact name of registrant as specified in its charter)
| 1-11840 | 36-3871531 | |||
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(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 | |
| Common Stock, par value |
ALL |
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| 5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053 | ALL.PR.B | |
| Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series H | ALL PR H | |
| Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series I | ALL PR I | |
| Depositary Shares represent 1/1,000th of a share of 7.375% Noncumulative Preferred Stock, Series J | ALL PR J |
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).
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Emerging growth company |
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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 |
| 189,668,407 | 3,800,448 | 513,078 | 30,880,548 | |
| 187,110,202 | 6,388,505 | 483,226 | 30,880,548 | |
| 190,912,382 | 2,559,063 | 510,488 | 30,880,548 | |
| 189,834,135 | 3,722,743 | 425,055 | 30,880,548 | |
| 190,885,442 | 2,587,101 | 509,390 | 30,880,548 | |
| 191,023,634 | 2,439,724 | 518,575 | 30,880,548 | |
| 185,081,161 | 8,463,847 | 436,925 | 30,880,548 | |
| 190,330,375 | 3,151,724 | 499,834 | 30,880,548 | |
| 186,058,115 | 7,441,939 | 481,879 | 30,880,548 | |
| 188,059,399 | 5,368,933 | 553,601 | 30,880,548 | |
| 191,781,510 | 1,764,226 | 436,197 | 30,880,548 | |
| 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.
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(Registrant)
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By: | /s/ |
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Title: | Assistant Secretary |
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