AFLAC INC — Proxy Solicitation & Information Statement 2017

Mar 16, 2017

DEFA14A 1 aflac3220911-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS aflac3220911-defa14a.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing

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. )

| Filed by the Registrant
[X] | |
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| Filed by a Party other than
the Registrant [ ] | |
| Check the appropriate
box: | |
| [ ] | Preliminary Proxy
Statement |
| [ ] | Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [ ] | Definitive Proxy
Statement |
| [X] | Definitive Additional
Materials |
| [
] | Soliciting
Material Pursuant to §240.14a-12 |

| AFLAC INCORPORATED |
| --- |
| (Name of Registrant as
Specified In Its Charter) |
| (Name
of Person(s) Filing Proxy Statement, if other than the
Registrant) |

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the appropriate box): — [X] | No fee required. | |
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table below per Exchange Act Rules 14a-6(i)(1) and
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securities to which transaction applies: |
| | 2) | Aggregate number of securities to
which transaction applies: |
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other underlying value of transaction computed pursuant to Exchange Act
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state how it was determined): |
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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 1, 2017.

AFLAC INCORPORATED

AFLAC INCORPORATED

WORLDWIDE HEADQUARTERS

1932 WYNNTON ROAD

COLUMBUS, GA 31999

| Meeting
Information |
| --- |
| Meeting
Type: Annual
Meeting |
| For
holders as of: February 22,
2017 |
| Date: May
1,
2017 Time: 10:00
a.m. |
| Location: Columbus
Museum |
| Patrick
Theatre 1251 Wynnton
Road |
| Columbus,
Georgia 31906 |
| Meeting
directions may be obtained by calling (800)
227-4756. |

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.

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–– Before You Vote ––

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT ON FORM 10-K 2016 YEAR IN REVIEW

How to View Online:

Have the information that is printed in the box marked by the arrow ® XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET : www.proxyvote.com

2) BY TELEPHONE : 1-800-579-1639

3) BY E-MAIL* : sendmaterial@proxyvote.com

• If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ® XXXX XXXX XXXX XXXX (located on the following page) in the subject line.

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 17, 2017 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.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow ® XXXX XXXX XXXX XXXX (located on the following page) 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.

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Voting Items

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL DIRECTOR NOMINEES IN PROPOSAL 1 AND "FOR" PROPOSALS 2, 4, 5 AND 6, AND EVERY "YEAR" FOR PROPOSAL 3.

The following proposals are being submitted to the Shareholders:

1. to elect 14 Directors of the Company to serve until the next Annual Meeting and until their successors are duly elected and qualified

Nominees:

1a. Daniel P. Amos

1b. Paul S. Amos II

1c. W. Paul Bowers

1d. Kriss Cloninger III

1e. Toshihiko Fukuzawa

1f. Elizabeth J. Hudson

1g. Douglas W. Johnson

1h. Robert B. Johnson

1i. Thomas J. Kenny

1j. Charles B. Knapp

1k. Karole F. Lloyd

1l. Joseph L. Moskowitz

1m. Barbara K. Rimer, DrPH

1n. Melvin T. Stith

1. to consider the following non-binding advisory proposal:

"Resolved, that the shareholders approve the compensation of the Company's named executive officers, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including as disclosed in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative discussion in the Proxy Statement"

THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF EVERY "YEAR".

1. Non-binding, advisory vote on the frequency of future advisory votes on executive compensation

2. to consider and act upon the ratification of the appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 2017

3. to approve the 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

4. to approve the adoption of the 2018 Management Incentive Plan ("2018 MIP")

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