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 22, 2012
THE ALLSTATE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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1-11840 |
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36-3871531 |
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(State or other |
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(Commission |
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(IRS Employer |
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jurisdiction of incorporation) |
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File Number) |
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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:
[ ] 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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Registrant’s annual stockholders meeting was held on May 22, 2012 (the “Annual Meeting”).
(b) The following are the final results of the Annual Meeting. Abstentions have no impact on the vote outcome for Proposal 1 and have the effect of a vote against for Proposals 2, 3, 4, 5, and 6. Broker non-votes have no impact on the vote outcome for Proposals 1, 2, and 6 and have the effect of a vote against for Proposals 3 and 4.
Proposal 1 - Election of Directors. Twelve directors were elected by a majority of the votes cast for terms expiring at the 2013 annual stockholders meeting with an average vote of 95.68%. The voting results are as follows:
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Nominee |
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For |
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Against |
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Abstain |
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Broker non-votes |
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F. Duane Ackerman |
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370,505,973 |
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9,481,060 |
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982,208 |
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48,769,056 |
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Robert D. Beyer |
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367,458,265 |
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12,540,984 |
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969,992 |
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48,769,056 |
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W. James Farrell |
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361,175,889 |
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18,792,358 |
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1,000,994 |
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48,769,056 |
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Jack M. Greenberg |
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344,893,143 |
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35,088,814 |
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987,284 |
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48,769,056 |
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Ronald T. LeMay |
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359,846,616 |
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20,103,900 |
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1,018,725 |
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48,769,056 |
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Andrea Redmond |
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367,331,226 |
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12,664,720 |
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973,295 |
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48,769,056 |
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H. John Riley, Jr. |
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366,544,596 |
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13,421,213 |
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1,003,430 |
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48,769,056 |
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John W. Rowe |
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376,182,152 |
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3,722,251 |
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1,064,838 |
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48,769,056 |
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Joshua I. Smith |
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355,359,462 |
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24,592,856 |
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1,016,923 |
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48,769,056 |
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Judith A. Sprieser |
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352,512,792 |
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27,498,390 |
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958,059 |
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48,769,056 |
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Mary Alice Taylor |
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372,776,525 |
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7,258,487 |
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934,229 |
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48,769,056 |
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Thomas J. Wilson |
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368,285,328 |
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11,667,042 |
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1,016,871 |
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48,769,056 |
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Proposal 2 - Advisory Vote to Approve the Executive Compensation of the Named Executive Officers. The management proposal on the advisory resolution to approve the compensation of the named executive officers received the vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. The voting results are as follows:
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For |
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Against |
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Abstain |
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Broker non-votes |
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351,717,038 |
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22,749,635 |
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6,502,568 |
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48,769,056 |
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92.32% |
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5.97% |
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1.70% |
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% not applicable |
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Proposal 3 - Right to Act by Written Consent. The management proposal on the amendment of the Certificate to grant stockholders the right to act by written consent received the vote of a majority of the outstanding shares entitled to vote at the meeting. The voting results are as follows:
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For |
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Against |
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Abstain |
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Broker non-votes |
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362,171,339 |
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17,200,181 |
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1,597,721 |
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48,769,056 |
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73.39% |
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3.48% |
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0.32% |
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9.88% |
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Proposal 4 - Special Meeting. The management proposal on the amendment of the Certificate to grant holders of not less than 10% of the outstanding common stock the right to require that a special stockholders meeting be called received the vote of a majority of the outstanding shares entitled to vote at the meeting. The voting results are as follows:
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For |
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Against |
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Abstain |
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Broker non-votes |
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372,972,182 |
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6,630,290 |
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1,366,769 |
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48,769,056 |
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75.58% |
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1.34% |
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0.27% |
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9.88% |
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Proposal 5 - Ratification of 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 2012 received the vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. The voting results are as follows:
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For |
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Against |
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Abstain |
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419,757,404 |
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8,924,369 |
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1,056,524 |
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97.67% |
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2.07% |
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0.24% |
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Proposal 6 - Stockholder Proposal. The stockholder proposal seeking a report on political contributions did not receive the vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. The voting results are as follows:
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For |
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Against |
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Abstain |
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Broker non-votes |
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37,955,654 |
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289,958,069 |
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53,055,518 |
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48,769,056 |
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9.96% |
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76.11% |
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13.92% |
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% not applicable |
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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.
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THE ALLSTATE CORPORATION | |
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By: |
/s/ Jennifer M. Hager |
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Name: |
Jennifer M. Hager |
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Title: |
Vice President, Assistant General Counsel, and Assistant Secretary |
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Date: May 22, 2012 |
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