AFLAC INC — Remuneration Information 2017

Mar 27, 2017

DEFA14A 1 aflac3231981-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

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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| [ ] | Definitive Proxy
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| 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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EXPLANATORY NOTE

On March 16, 2017, Aflac Incorporated (the “Company”) filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission. Due to a clerical error, the 2016 Director Compensation table on page 28 of the Proxy Statement omitted compensation information for Takuro Yoshida. In all other respects, the table and related footnotes were correct as filed. The corrected table appears below with the footnotes that were provided with the original table.

2016 Director Compensation

The following table identifies each item of compensation paid to Non-employee Directors for 2016.

| Name(1) | Fees Earned or Paid in Cash (2) ($) | Stock Awards (3) ($) | Option Awards (4) ($) | Change in Pension Value
and Nonqualified Deferred Compensation Earnings (5) ($) | All Other Compensation ($) | Total ($) |
| --- | --- | --- | --- | --- | --- | --- |
| W. Paul
Bowers | 140,000 | 135,011 | — | — | — | 275,011 |
| Toshihiko
Fukuzawa | 76,667 | 134,527 | — | — | — | 211,194 |
| Elizabeth J.
Hudson | 130,000 | 135,011 | — | 4,724 | — | 269,735 |
| Douglas W.
Johnson | 175,000 | — | 261,185 | — | 10,401 | 446,586 |
| Robert B.
Johnson | 135,000 | 135,011 | — | — | — | 270,011 |
| Thomas J.
Kenny | 115,032 | 135,011 | — | — | — | 250,043 |
| Charles B.
Knapp | 145,000 | 135,011 | — | 2,993 | 13,473 | 296,477 |
| Joseph L.
Moskowitz | 125,000 | 67,540 | 130,599 | — | 12,844 | 335,983 |
| Barbara K. Rimer,
DrPH | 130,000 | 135,011 | — | 3,803 | — | 268,814 |
| Melvin T.
Stith | 125,000 | 135,011 | — | — | — | 260,011 |
| Takuro
Yoshida* | 38,333 | — | — | — | — | 38,333 |

• Takuro Yoshida’s term on the Board of Directors ended May 2, 2016.

| (1) | Daniel P. Amos, Paul S.
Amos II, and Kriss Cloninger III are not included in the table; they are
employees and thus do not receive compensation for their service as
Directors. The compensation received by these individuals as employees is
shown in the Summary Compensation Table. |
| --- | --- |
| (2) | Thomas J. Kenny elected to receive
his annual retainer in restricted stock. The value of these shares on the
grant date was $115,032. |
| (3) | This column represents the dollar
amount recognized in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic 718 (“ASC 718”) for financial
statement purposes with respect to the 2016 fiscal year for the fair value
of restricted stock granted in 2016. The fair values of the awards granted
in 2016 were calculated using the closing per-share stock price on the
date of grant of $69.13. As of December 31, 2016, each Non- employee
Director held the following number of restricted stock awards: W. Paul
Bowers, 6,740; Toshihiko Fukuzawa, 1,946; Elizabeth J. Hudson, 4,125;
Robert B. Johnson, 4,125; Thomas J. Kenny, 4,405; Joseph L. Moskowitz,
2,527; and Melvin T. Stith, 6,078. The following shares issued in 2016 to
the retirement eligible Non-employee directors, as defined in the equity
agreements, were accelerated to vest within the year and are not included
in the number of restricted shares held: Elizabeth J. Hudson, 1,953;
Robert B. Johnson, 1,953; Charles B. Knapp, 1,953, and Barbara K. Rimer,
1,953. |
| (4) | In accordance with the SEC’s
reporting requirements, this column represents the dollar amount
recognized in accordance with ASC 718 for financial statement purposes
with respect to the 2016 stock option grants. The Company’s valuation
assumptions are described in Note 12 “Share-Based Compensation” in the
Notes to the Consolidated Financial Statements in the Company’s Annual
Form 10-K filed with the SEC for the year ended December 31, 2016. Stock
options granted to Non-employee Directors vest in one year. As of December
31, 2016, each non-employee Director held stock options covering the
following number of shares of Common Stock: Elizabeth J. Hudson, 25,026;
Douglas W. Johnson, 62,661; Robert B. Johnson, 7,000; Thomas J. Kenny,
14,735; Charles B. Knapp, 48,749; Joseph L. Moskowitz, 9,713; Barbara K.
Rimer, 38,249; and Takuro Yoshida, 31,988. |
| (5) | Represents change in
pension value. W. Paul Bowers, Toshihiko Fukuzawa, Douglas W. Johnson,
Robert B. Johnson, Thomas J. Kenny, Joseph L. Moskowitz, Melvin T. Stith
and Takuro Yoshida do not participate in the Director retirement plan
since they first became Directors after the plan was closed to new
participants in 2002. |