UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant |
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Filed by a party other
than the Registrant |
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CHECK THE APPROPRIATE BOX: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
The Allstate Corporation
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): |
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Your Vote
Counts! |
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THE ALLSTATE CORPORATION |
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2024 Annual Meeting
Vote by May 13, 2024 11:59 PM ET. For shares held in the
Allstate 401(k) Savings Plan, vote by May 9, 2024 11:59 PM ET. |
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THE ALLSTATE CORPORATION
C/O EQ SHAREOWNER SERVICES
P.O. BOX 64874
ST. PAUL, MN 55164-0945 |
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V40228-P08082 |
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You invested in THE ALLSTATE CORPORATION and it’s time to vote!
You
have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability
of proxy material for the stockholder meeting to be held on May 14, 2024.
Get informed before you vote
View The Allstate Corporation Notice of 2024 Annual Meeting, Proxy Statement and 2023 Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 30, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
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For complete information and to vote, visit www.ProxyVote.com |
Control # |
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Smartphone users
Point your camera here and
vote without entering a
control number
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Vote Virtually at the Meeting*
May 14, 2024
11:00 a.m., CDT
Virtually at:
www.virtualshareholdermeeting.com/ALL2024
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Please check the meeting materials for any special requirements for meeting attendance. |
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Vote at www.ProxyVote.com |
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THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote on these important matters.
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Voting Items |
Board Recommends |
1. |
Election of Directors |
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Nominees: |
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1a. |
Donald E. Brown |
For |
1b. |
Kermit R. Crawford |
For |
1c. |
Richard T. Hume |
For |
1d. |
Margaret M. Keane |
For |
1e. |
Siddharth N. Mehta |
For |
1f. |
Maria Morris |
For |
1g. |
Jacques P. Perold |
For |
1h. |
Andrea Redmond |
For |
1i. |
Gregg M. Sherrill |
For |
1j. |
Judith A. Sprieser |
For |
1k. |
Perry M. Traquina |
For |
1l. |
Monica Turner |
For |
1m. |
Thomas J. Wilson |
For |
2. |
Advisory vote to approve the compensation of the named executives. |
For |
3. |
Ratification of the appointment of Deloitte & Touche LLP as Allstate’s independent registered public accountant for 2024. |
For |
4. |
Stockholder proposal on independent chair. |
Against |
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Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. |
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V40229-P08082
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Be the vote that
counts. |
THE
ALLSTATE CORPORATION
2024
Annual Meeting
May
14, 2024
Why
Should I Vote? |
As
an investor in this security, you have the right to vote on important matters. This is your opportunity to make a direct impact
on your investment. Your vote counts! |
ProxyVote
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800.690.6903
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Virtual
Meeting
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Important
Information |
For
holders as of March 18, 2024 |
Vote
Common Shares by: May 13, 2024 |
Control
Number: 0123456789012345 |
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Vote
Plan Shares by: May 9, 2024 |
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For those in the Allstate
401(k) Savings Plan, vote by May 9, 2024 11:59 PM ET.
Important Notice Regarding
the Availability of Proxy Materials for the Stockholder Meeting to be held on May 14, 2024.
This notice
has been sent on behalf of The Allstate Corporation. It provides voting instructions and deadlines to vote the shares of Allstate
stock you may hold for the proposals listed at Allstate’s Annual Meeting to be held on May 14, 2024 at 11:00 a.m. CT. The
Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically.
To be admitted to the virtual Annual Meeting at http://www.virtualshareholdermeeting.com/ALL2024,
you must enter the control number located above.
All votes are confidential
and managed by an outside firm to maintain your confidentiality.
Proposals and Board Recommendations:
The Board of Directors recommend stockholders vote “FOR” Proposals 1, 2 and 3 and “AGAINST” Proposal
4:
Proposal 1) Election of
13 directors.
Proposal 2) Advisory vote
to approve the compensation of the named executives.
Proposal 3) Ratification
of the appointment of Deloitte & Touche LLP as Allstate’s independent registered public accountant for 2024.
Proposal 4) Stockholder proposal on independent chair.
Vote now on Allstate’s
Annual Meeting proposals
Vote By:
- May 9, 2024 11:59 PM
ET (for those in the Allstate 401(k) Savings Plan)
- May
13, 2024
11:59 PM ET (for all other accounts)
View documents: |
Combined
Document |
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©
2024 Broadridge Financial Solutions Inc.
P.O. Box 1310, Brentwood, NY 11717
ProxyVote and Broadridge are trademarks of Broadridge Financial Solutions Inc.
CUSIP is a registered trademark of the American Bankers Association.
All other registered marks belong to their respective owners. |
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You Need
to Know/Allstate NOW
For
publication on April 1, 2024:
Headline: Now available: 2024 annual meeting educational
materials
Subhed: FAQ, other documents aim to help employees understand proxy
voting process, proposals
Submitted by: Corporate Brand
What
The annual stockholder meeting gives stockholders – including
employees who hold shares through the Allstate 401(k) Savings Plan – an opportunity to voice their opinions on the election
of the board of directors and other matters presented for a vote.
Allstate began sending annual meeting materials to stockholders
on April 1.
When
The annual stockholder meeting takes place May 14.
Where
The annual meeting will be held in a virtual,
audio-only format at the following URL: www.virtualshareholdermeeting.com/ALL2024
How
This FAQ
document and this overview of the 2024 annual meeting’s proposals can
help employees better understand the proxy voting process and proposals. In addition to these materials, the corporation
advises that all stockholders read the Notice of 2024 Annual Meeting, Proxy Statement
and 2023 Annual Report before voting. Information specific to this year’s proposals and the voting process
begins on page 10.
For more information
https://www.allstateinvestors.com/
Commencing on or about April 1, 2024, The
Allstate Corporation will make the following intranet webpage available to employees:
Frequently Asked Questions
Employee Stockholders’ Guide to
Voting on Annual Meeting Proposals
What is proxy voting?
Voting by proxy allows stockholders to
voice their opinion on important issues that will be considered at Allstate’s annual stockholder meeting without having to
participate in the meeting. Stockholders can vote in advance on the matters to be considered during the meeting.
Why are stockholders’ votes gathered
this way?
Voting by proxy is a common practice among
publicly traded companies because it allows stockholders to express their opinion without having to participate in the company’s
annual meeting. Widely-held companies like Allstate have stockholders around the world; voting by proxy is a more convenient way
to vote shares on proposals.
Why do stockholders have a vote?
When someone has an investment interest
in Allstate or another company’s stock, they have a financial stake in its success. Our annual stockholder meeting and vote
give stockholders an important opportunity to voice their opinion on the election of the board of directors and other governance
matters.
Through the annual meeting process, employee
stockholders have an opportunity to influence the company’s corporate governance by voting their shares, just as they help
to drive Allstate’s success through the work they do every day.
Why is Allstate encouraging me to vote?
Every vote matters, including those of
our employee stockholders. All stockholders – including employees – are encouraged to vote.
Why is Allstate providing more information
about the annual meeting and vote?
It is important for employee stockholders
to understand the issues and add their voices to the dialogue. The proxy vote process and issues up for vote can be confusing,
and we don’t want that to discourage employee stockholders from participating. As with any significant decision, it is important
to gather the facts and feel comfortable with the process.
To help, Allstate offers an overview of
proposals that provides more information about the issues. This resource is meant to help employees feel comfortable with the voting
process and issues up for vote.
What issues are up for vote in 2024?
Allstate stockholders will be asked to
vote on governance items, including the election of the board of directors. More information is available in the Notice of 2024
Annual Meeting and Proxy Statement.
Please review this information before
voting.
The items up for vote are:
1. Election of 13 directors
2. Say-on-pay — advisory vote to
approve the compensation of the named executives
3. Ratification of auditors — ratification
of the appointment of Deloitte & Touche LLP as Allstate’s independent registered public accountant for 2024
4. Shareholder Proposal – Independent Board Chairman
How can I vote?
Employees who own shares of Allstate stock
will receive a notice that the proxy materials and voting instructions are available. Most of these employee stockholders will
begin receiving it by email during the week of April 10, while others will receive the email from their broker. Some employees
may receive materials by postal mail if they previously selected this delivery option.
In either case, stockholders may vote
by following the instructions in the materials.
How do I set my delivery preferences
for proxy materials?
Each year, an Allstate NOW article is
published to remind employees that they can opt out of electronic delivery of proxy materials. However, employees can change their
election at any time by following the processes set forth in the materials they receive.
Will Allstate leaders or employees
know how I vote?
No. Allstate has a confidential voting
policy that applies to all votes cast, including employee votes. All votes are confidential and managed by an outside firm to maintain
confidentiality, except as necessary to allow the inspector of election to certify the vote result or meet certain legal requirements.
The votes are tabulated by an independent outside vendor, and the results are certified by an independent inspector of election.
However, if a stockholder provides a comment on his or her ballot, and knowing the vote is important to understand the comment,
then the comment and the vote may be disclosed to the corporate secretary.
What happens if I don’t vote?
Stockholders who decide not to vote will
miss an opportunity to voice their opinion. However, the decision about whether to vote will not affect their status as an Allstate
stockholder. The trustee of the Allstate 401(k) Savings Plan, The Northern Trust Corp., will vote any shares not voted by plan
participants. If less than 50 percent of shares held by participants are voted, the trustee would use its sole discretion to vote
unvoted shares. If at least 50 percent of the shares held by participants are voted, the trustee would vote all other shares in
the same proportion and in the same manner as the shares that have been voted, unless to do so would be inconsistent with the trustee’s
duties.
When will the annual meeting take place?
Can I attend?
The annual meeting is scheduled to begin at 11 a.m. on
Tuesday, May 14, 2024. Similar to last year, the annual meeting will be held in a virtual “audio only” meeting format.
You will not be able to attend the meeting physically, although all stockholders are encouraged to participate virtually. To be
admitted to the annual meeting at www.virtualshareholdermeeting.com/ALL2024,
you must enter the 16-digit control number found on your proxy card, voting instruction form or notice of Internet availability.
You may begin to log into the meeting platform beginning at 10:30 a.m.
Participants in the Allstate 401(k) Savings
Plan may participate in the meeting, but may not vote the shares credited to their accounts during the meeting. All voting instructions
for shares in the Allstate 401(k) Savings Plan must be received by May 9, 2024, so the trustee can tabulate and vote the shares.
Commencing on or about April 1, 2024, The
Allstate Corporation will make the following intranet webpage available to employees:
Understanding the 2024 Proposals
Employee Stockholders’ Guide
to Voting on Annual Meeting Proposals
Each year, Allstate stockholders are asked
to consider and vote on proposals related to important governance matters. Some of the issues can be challenging to understand.
The 2024 proposals are listed below, followed by explanations to help you understand the matters up for vote.
The proxy statement and the descriptions
below provide the vote recommendation of the Allstate board of directors. These recommendations are based on the board’s
view of what is best for stockholders and the corporation. Please review the proxy statement and annual report before voting. The
board recommends you vote “FOR” each director and Proposals 2 and 3, and “AGAINST” Proposal 4.
Proposal 1 – Election of 13 directors
Who are the directors of The Allstate
Corporation?
The Allstate Corporation has 13 nominees
for election as directors at the 2024 annual meeting. Twelve of the directors are independent from Allstate, which means they are
not Allstate employees and have no relationships with the company that would create a conflict of interest that would impair independence.
Tom Wilson, chair, president, and CEO, is the only Allstate employee on the board. For more information, see the biographies of
the board members, beginning on page 30 of the 2024 proxy statement.
Why do we vote to elect our board of
directors every year?
Allstate’s practice of electing
each director every year is considered good governance, as it allows stockholders the opportunity to vote on each director’s
continued service annually.
What is the vote standard required
to elect an Allstate director?
Each Allstate director must receive a
majority of affirmative or “for” votes out of the votes cast. Some companies apply a plurality vote standard, which
means a director can be elected by less than a majority of votes cast.
Proposal 2 – Say-on-pay –
advisory vote to approve the compensation of the named executives
Why do stockholders get to vote on
executive compensation?
The Dodd-Frank Act required public companies
to provide stockholders with the opportunity to cast an advisory vote on the company’s executive compensation program for
named executive officers. The vote is nonbinding, but it gives stockholders an opportunity to voice any concerns about a company’s
executive compensation program. Allstate’s compensation and human capital committee (a committee of the board) takes the
stockholder vote into consideration when it conducts its annual review of the compensation program.
How does the board of directors determine executive compensation?
The compensation and human capital committee
of the board of directors works with an independent compensation consultant to design an executive compensation program that aligns
compensation with the company’s strategic and operational business goals. In designing such a program, the committee examines
market pay and practices at a group of peer companies and uses the 50th percentile of this peer group as a guideline in setting
target direct compensation. To read more about this, see the 2024 proxy statement.
Proposal 3 – Ratification of auditors – ratification of the appointment of Deloitte & Touche LLP as Allstate’s independent registered public accountant for 2024
Why do we vote to ratify the auditors?
The audit committee of the board of directors
annually appoints an independent registered public accounting firm. Stockholders are asked to ratify the appointment. If the appointment
is not ratified by stockholders, the committee may reconsider which accounting firm to appoint. The proxy statement contains details
on the fees paid to Deloitte & Touche LLP for 2023 and 2022.
Proposal 4 – Stockholder proposal
What is a stockholder proposal?
Stockholders who meet certain eligibility requirements set by the Securities and Exchange Commission
can submit a proposal to be included in the company’s annual proxy statement. There is one stockholder
proposal in the 2024 proxy statement.
Proposal 4
This stockholder proposal is asking for the board of directors to adopt as policy and amend the governing documents as necessary, to require the chair of the board of directors, whenever possible, to be an independent member of the board. The board of directors recommends that stockholders vote against this proposal because Allstate’s independent lead director provides meaningful independent leadership of the board and has well-defined and significant responsibilities. The board should continue to have the flexibility to determine whether to split or combine the chair and CEO roles and not be required to utilize one approach. Finally, the lead director is just one of many structural safeguards that provide effective independent oversight of Allstate.
See pages 111-112 of the proxy statement for more information.