Document

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 25, 2017

THE ALLSTATE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
 
1-11840
 
36-3871531
(State or other
 
(Commission
 
(IRS Employer
jurisdiction of incorporation)
 
File Number)
 
Identification No.)


2775 Sanders Road, Northbrook, Illinois    60062
(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 (see General Instruction A.2. below):
[ ]    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))

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 25, 2017 (the "Annual Meeting"). Below are the final vote results of the Annual Meeting.
 
Proposal 1 - Election of Directors. Ten directors were elected by a majority of the votes cast for terms expiring at the 2018 annual stockholders meeting.  The voting results were as follows:
 
Nominee
For
Against
Abstain
Broker Non-Votes
Kermit R. Crawford
272,525,851
1,686,500
460,448
37,704,362
Michael L. Eskew
268,661,143
5,520,128
491,528
37,704,362
Siddharth N. Mehta
272,428,343
1,763,030
481,426
37,704,362
Jacques P. Perold
272,540,431
1,643,374
488,994
37,704,362
Andrea Redmond
265,298,586
8,125,803
1,248,410
37,704,362
John W. Rowe
266,737,962
6,667,015
1,267,822
37,704,362
Judith A. Sprieser
265,603,413
7,795,375
1,274,011
37,704,362
Mary Alice Taylor
265,992,676
7,410,991
1,269,132
37,704,362
Perry M. Traquina
272,910,022
1,280,515
482,262
37,704,362
Thomas J. Wilson
264,823,548
7,149,290
2,699,961
37,704,362
 
Proposal 2 – Say-on-Pay: Advisory Vote on the Executive Compensation of the Named Executives.  The management 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
260,232,511
12,487,541
1,952,747
37,704,362

Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executives.  The voting results on the management proposal on the frequency of future advisory votes on executive compensation were as follows:

One Year
Two Years
Three Years
Abstain
Broker Non-Votes
244,584,143
1,124,310
27,972,786
991,560
37,704,362

In accordance with the voting results, the Registrant’s Board of Directors has decided that the Registrant will hold an annual advisory vote on the compensation of named executives until the next stockholder advisory vote on the frequency of the advisory vote to approve the compensation of the named executives.







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Proposal 4 – Approval of The Allstate Corporation 2017 Equity Compensation Plan for Non-Employee Directors.  The management proposal on the approval of The Allstate Corporation 2017 Equity Compensation Plan for Non-Employee Directors 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
253,555,406
19,697,305
1,420,088
37,704,362

Proposal 5 - Ratification of the Appointment of Independent Registered Public Accountant.  The management proposal on ratification of the appointment of Deloitte & Touche LLP as Registrant's independent registered public accountant for 2017 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
305,159,866
6,602,806
614,489

Proposal 6 - Stockholder Proposal. The stockholder proposal seeking adoption of a policy to require an independent board chairman did not receive 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
62,211,668
211,080,970
1,380,161
37,704,362

Proposal 7 - Stockholder Proposal. The stockholder proposal on lead director qualifications did not receive 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
15,187,956
257,788,237
1,696,606
37,704,362

Proposal 8 - Stockholder Proposal. The stockholder proposal on reporting political contributions did not receive 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
66,625,198
201,472,384
6,575,217
37,704,362

    

    

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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/ Daniel G. Gordon
 
Name:
Daniel G. Gordon
 











Title:
Vice President, Assistant General Counsel and Assistant Secretary
 
 

Date: May 25, 2017

 

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