AFLAC INC — Proxy Solicitation & Information Statement 2012

Mar 22, 2012

DEFA14A 1 aflac_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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| Aflac
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| --- |
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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 7, 2012.

AFLAC INCORPORATED AFLAC INCORPORATED WORLDWIDE HEADQUARTERS 1932 WYNNTON ROAD COLUMBUS, GA 31999

Meeting Information
Meeting
Type: Annual Meeting
For holders as of: February 29, 2012
Date: May 7, 2012 Time: 10:00 a.m.
Location:	Columbus Museum
	Patrick Theatre
	1251 Wynnton Road
	Columbus, Georgia 31906

| You are receiving this communication because you hold shares in the above named company. |
| --- |
| This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.
You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). |
| We encourage you to access and review all of the important information contained in the proxy materials before voting. |

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote — How to Access the Proxy Materials

| Proxy Materials Available to
VIEW or RECEIVE: | |
| --- | --- |
| NOTICE AND PROXY
STATEMENT ANNUAL
REPORT | |
| How to View
Online: | |
| Have the
information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page)
and visit: www.proxyvote.com. | |
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| Requests, instructions and other inquiries sent to this e-mail
address will NOT be forwarded to your investment advisor. Please make the
request as instructed above on or before April 23, 2012 to facilitate
timely delivery. | |

— How To Vote — Please Choose One of the Following Voting Methods

| Vote In Person: Many shareholder meetings have
attendance requirements including, but not limited to, the possession of
an attendance ticket issued by the entity holding the meeting. Please
check the meeting materials for any special requirements for meeting
attendance. At the meeting, you will need to request a ballot to vote
these shares. |
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the information that is printed in the box marked by the arrow è XXXX XXXX XXXX available and follow the
instructions. |
| Vote By Mail: You can vote by mail by
requesting a paper copy of the materials, which will include a proxy
card. |

Voting Items

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL DIRECTOR NOMINEES IN PROPOSAL 1 AND “FOR” PROPOSALS 2, 3, 4 AND 5. The following proposals are being submitted to the Shareholders:

1.
Nominees:
1a.	Daniel P. Amos
1b.	John Shelby Amos
II
1c.	Paul S. Amos II
1d.	Kriss Cloninger
III
1e.	Elizabeth J.
Hudson
1f.	Douglas W.
Johnson
1g.	Robert B. Johnson
1h.	Charles B. Knapp
1i.	E. Stephen Purdom,
M.D.
1j.	Barbara K. Rimer,
DrPH
1k.	Marvin R.
Schuster
1l.	Melvin T. Stith
1m.	David Gary
Thompson
1n.	Takuro
Yoshida

| 2. | To consider the
following non-binding advisory proposal: |
| --- | --- |
| | “Resolved, that the
shareholders approve the compensation of the Company’s named
executive officers, as described in the Compensation Discussion and
Analysis, executive compensation tables and accompanying narrative
disclosure in the Proxy Statement. |
| 3. | To consider and adopt
an Amended and Restated 2004 Aflac Incorporated Long-Term Incentive Plan
(“LTIP”), with no additional shares authorized under the LTIP. |
| 4. | To consider and adopt
an Amended and Restated 2013 Management Incentive Plan. |
| 5. | Ratification of
appointment of KPMG LLP as independent registered public accounting firm
of the Company for the year ending December 31, 2012. |