8-K

ALLSTATE CORP (ALL)

8-K 2024-05-16 For: 2024-05-14
View Original
Added on April 03, 2026

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 14, 2024

THE ALLSTATE CORPORATION

(Exact name of registrant as specified in its charter)

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

3100 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbols Name of each exchange on which registered
Common Stock, par value $0.01 per share ALL New York Stock Exchange Chicago Stock Exchange
5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053 ALL.PR.B New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series H ALL PR H New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series I ALL PR I New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 7.375% Noncumulative Preferred Stock, Series J ALL PR J New York Stock Exchange

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 14, 2024 (the "Annual Meeting"). Below are the final vote results of the Annual Meeting.

Proposal 1 - Election of Directors. Thirteen directors were elected by a majority of the votes cast for terms expiring at the 2025 annual stockholders meeting. The voting results were as follows:

Nominee For Against Abstain Broker Non-Votes
Donald E. Brown 198,022,017 2,406,539 809,965 27,359,681
Kermit R. Crawford 191,110,189 9,338,607 789,725 27,359,681
Richard T. Hume 198,285,325 2,158,940 794,256 27,359,681
Margaret M. Keane 196,961,870 3,499,895 776,756 27,359,681
Siddharth N. Mehta 198,659,948 1,761,319 817,254 27,359,681
Maria Morris 199,645,509 824,254 768,758 27,359,681
Jacques P. Perold 199,418,772 1,013,543 806,206 27,359,681
Andrea Redmond 191,745,687 8,723,533 769,301 27,359,681
Gregg M. Sherrill 197,639,853 2,798,841 799,827 27,359,681
Judith A. Sprieser 187,141,333 13,324,351 772,837 27,359,681
Perry M. Traquina 196,028,896 4,411,684 797,941 27,359,681
Monica Turner 197,737,140 2,721,065 780,316 27,359,681
Thomas J. Wilson 189,027,590 10,630,118 1,580,813 27,359,681

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
174,041,873 26,077,891 1,118,757 27,359,681

Proposal 3 – 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 2024 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
211,614,662 16,194,525 789,015

Proposal 4 – Shareholder Proposal. The shareholder proposal seeking adoption of a policy to require that two separate individuals hold the office of the Chairman and office of the CEO 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
60,200,917 139,786,984 1,250,620 27,359,681

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<br><br>(Registrant)
By: /s/ Leanne N. McWilliams
Name: Leanne N. McWilliams
Title: Assistant Secretary
Date: May 16, 2024