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
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
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.
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.
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.
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).
of abstention and broker non-votes, as to each proposal, including
a separate tabulation with respect to each nominee for director.
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VOTES
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For
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Against
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Abstentions
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Broker
Non-Votes
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(1) Election of 14 members to the board of directors:
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Daniel P. Amos
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737,094,081
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16,340,492
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2,279,107
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58,651,119
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Paul S. Amos II
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735,522,576
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19,001,824
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1,189,280
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58,651,119
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W. Paul Bowers
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748,936,480
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5,122,746
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1,654,454
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58,651,119
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Kriss Cloninger III
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732,723,431
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21,634,140
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1,356,109
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58,651,119
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Toshihiko Fukuzawa
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749,642,590
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4,563,244
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1,507,846
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58,651,119
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Elizabeth J. Hudson
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741,326,950
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12,584,782
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1,801,948
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58,651,119
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Douglas W. Johnson
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738,452,612
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15,322,495
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1,938,573
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58,651,119
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Robert B. Johnson
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733,898,932
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19,759,954
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2,054,794
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58,651,119
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Thomas J. Kenny
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740,945,532
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12,827,931
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1,940,217
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58,651,119
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Charles B. Knapp
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738,982,380
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14,782,781
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1,948,519
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58,651,119
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Karole F. Lloyd
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748,783,925
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5,022,460
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1,907,295
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58,651,119
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Joseph L. Moskowitz
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744,781,849
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8,967,158
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1,964,673
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58,651,119
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Barbara K. Rimer, Dr. PH
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724,920,046
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29,305,940
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1,487,694
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58,651,119
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Melvin T. Stith
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746,847,067
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6,912,413
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1,954,200
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58,651,119
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(2) Non-binding advisory proposal on executive
compensation |
612,862,464
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140,564,902
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2,286,314
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58,651,119
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1 Year
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2 Years
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3 Years
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Abstentions
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(3) Non-binding advisory vote on the frequency of
future advisory votes on executive compensation |
740,714,533
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5,285,876
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8,115,546
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1,597,725
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For
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Against
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Abstentions
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Broker
Non-Votes
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(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
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9,253,572
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1,328,254
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(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
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31,237,403
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4,757,408
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58,651,119
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(6) Adoption of the 2018 Management Incentive Plan
(“2018 MIP”) |
734,382,124
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16,305,369
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5,026,187
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58,651,119
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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.
