Aflac Incorporated (NYSE:AFL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Aflac Incorporated (NYSE:AFL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On May 1, 2017, the shareholders of Aflac Incorporated (the
Company) approved the Aflac Incorporated Long-Term Incentive Plan
(As Amended and Restated February 14, 2017) (2017 LTIP) and the
2018 Management Incentive Plan (2018 MIP) at the annual meeting of
shareholders of the Company. The Companys board of directors had
previously adopted the 2017 LTIP and the 2018 MIP, respectively.
The material features of the 2017 LTIP are described on pages 65
through 71 of the Companys definitive proxy statement filed with
the Securities and Exchange Commission (SEC) on March 16, 2017 (the
Proxy Statement), as amended by definitive additional materials
filed with the SEC on March 23, 2017 (the Additional Materials),
which description is incorporated herein by reference. This
description of the 2017 LTIP is qualified in its entirety by
reference to the text of the 2017 LTIP filed as Exhibit 10.1 to
this Current Report on Form 8-K.
The material features of the 2018 MIP is set forth on pages 72
through 74 of the Proxy Statement, which description is
incorporated herein by reference and is qualified in its entirety
by reference to the text of the 2018 MIP filed as Appendix B to the
Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Shareholders of Aflac Incorporated was
held on May 1, 2017. 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 14
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; (3) A non-binding
advisory vote on the frequency of future say-on-pay votes; (4)
Ratification of the appointment of KPMG LLP as the independent
registered public accounting firm of the Company for the year
ending December 31, 2017; (5) Adoption of the 2017 LTIP with
additional shares authorized under the 2017 LTIP; and (6) Adoption
of the 2018 Management Incentive Plan. The shareholders approved
proposals (1), (2), (4), (5) and (6), and they approved a frequency
of “one year” for proposal (3).
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 14 members to the board of directors:
Daniel P. Amos
737,094,081
16,340,492
2,279,107
58,651,119
Paul S. Amos II
735,522,576
19,001,824
1,189,280
58,651,119
W. Paul Bowers
748,936,480
5,122,746
1,654,454
58,651,119
Kriss Cloninger III
732,723,431
21,634,140
1,356,109
58,651,119
Toshihiko Fukuzawa
749,642,590
4,563,244
1,507,846
58,651,119
Elizabeth J. Hudson
741,326,950
12,584,782
1,801,948
58,651,119
Douglas W. Johnson
738,452,612
15,322,495
1,938,573
58,651,119
Robert B. Johnson
733,898,932
19,759,954
2,054,794
58,651,119
Thomas J. Kenny
740,945,532
12,827,931
1,940,217
58,651,119
Charles B. Knapp
738,982,380
14,782,781
1,948,519
58,651,119
Karole F. Lloyd
748,783,925
5,022,460
1,907,295
58,651,119
Joseph L. Moskowitz
744,781,849
8,967,158
1,964,673
58,651,119
Barbara K. Rimer, Dr. PH
724,920,046
29,305,940
1,487,694
58,651,119
Melvin T. Stith
746,847,067
6,912,413
1,954,200
58,651,119
(2) Non-binding advisory proposal on executive
compensation
612,862,464
140,564,902
2,286,314
58,651,119
1 Year
2 Years
3 Years
Abstentions
(3) Non-binding advisory vote on the frequency of
future advisory votes on executive compensation
740,714,533
5,285,876
8,115,546
1,597,725
For
Against
Abstentions
Broker
Non-Votes
(4) Ratification of appointment of KPMG LLP as
independent registered public accounting firm of the
Company for the year ending December 31, 2017
803,782,973
9,253,572
1,328,254
(5) Adoption of the Aflac Incorporated Long-Term
Incentive Plan (as amended and restated February 14,
2017) (“2017 LTIP”) with additional shares
authorized under the 2017 LTIP
719,718,869
31,237,403
4,757,408
58,651,119
(6) Adoption of the 2018 Management Incentive Plan
(“2018 MIP”)
734,382,124
16,305,369
5,026,187
58,651,119
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 – Aflac Incorporated Long-Term Incentive Plan, as amended
and restated February 14, 2017


About Aflac Incorporated (NYSE:AFL)

Aflac Incorporated is a business holding company. The Company engaged in is supplemental health and life insurance, which is marketed and administered through its subsidiary, American Family Life Assurance Company of Columbus (Aflac). Aflac’s insurance business consists of two segments: Aflac Japan and Aflac U.S. Aflac offers insurance policies in Japan and the United States that provide a layer of financial protection against income and asset loss. Aflac Japan sells voluntary supplemental insurance products, including cancer plans, general medical indemnity plans, medical/sickness riders, care plans, living benefit life plans, ordinary life insurance plans and annuities. Aflac U.S. sells supplemental insurance products, including products designed to protect individuals from depletion of assets, such as accident, cancer, critical illness/care, hospital intensive care, hospital indemnity, fixed-benefit dental, and vision care plans and loss-of-income products.

Aflac Incorporated (NYSE:AFL) Recent Trading Information

Aflac Incorporated (NYSE:AFL) closed its last trading session down -0.37 at 74.39 with 2,156,366 shares trading hands.

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