AFLAC INC — Remuneration Information 2018

Mar 23, 2018

DEFA14A 1 aflac3393031-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. )

| Filed by the Registrant
[X] | |
| --- | --- |
| 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) |

| Payment of Filing Fee (Check
the appropriate box): — [X] | No fee required. | |
| --- | --- | --- |
| [
] | Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | 1) | Title of each class of
securities to which transaction applies: |
| | 2) | Aggregate number of securities to
which transaction applies: |
| | 3) | Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it
was determined): |
| | 4) | Proposed maximum aggregate value of transaction: |
| | 5) | Total fee paid: |
| [
] | Fee paid previously
with preliminary materials. | |
| [
] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing. | |
| | 1) | Amount Previously
Paid: |
| | 2) | Form, Schedule or Registration
Statement No.: |
| | 3) | Filing Party: |
| | 4) | Date Filed: |

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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, 2018.

AFLAC INCORPORATED

AFLAC INCORPORATED WORLDWIDE HEADQUARTERS 1932 WYNNTON ROAD COLUMBUS, GA 31999

| Meeting
Information | |
| --- | --- |
| Meeting Type: | Annual Meeting |
| For holders as of: | February 28, 2018 |
| Date: May 7, 2018 Time: 10:00 a.m. | |

| Location: |
| --- |
| 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 2017 YEAR IN REVIEW
How to View Online:
Have the information that is printed
in the box marked by the arrow (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 (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 23, 2018 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 (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 AND 3. | | |
| The following
proposals are being submitted to the Shareholders: | | |
| 1. | to elect 11 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. | W. Paul Bowers |
| | 1c. | Toshihiko Fukuzawa |
| | 1d. | Douglas W. Johnson |
| | 1e. | Robert B. Johnson |
| | 1f. | Thomas J. Kenny |
| | 1g. | Karole F. Lloyd |
| | 1h. | Joseph L. Moskowitz |
| | 1i. | Barbara K. Rimer, DrPH |
| | 1j. | Katherine T. Rohrer |
| | 1k. | Melvin T. Stith |

2.	to consider the following non-binding advisory proposal:
	“Resolved, on an advisory basis, the shareholders of Aflac
Incorporated approve the compensation of the named
executives, as disclosed pursuant to the compensation
disclosure rules of the Securities and Exchange Commission,
including the Compensation Discussion and Analysis and
accompanying tables and narrative of the Notice of 2018
Annual Meeting of Shareholders and Proxy Statement”
3.	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, 2018

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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, 2018.

AFLAC INCORPORATED

| Meeting
Information | |
| --- | --- |
| Meeting Type: | Annual Meeting |
| For holders as of: | February 28, 2018 |
| Date: May 7, 2018 Time: 10:00 a.m. | |

| Location: |
| --- |
| Patrick Theatre |
| 1251 Wynnton Road |
| Columbus, Georgia 31906 |
| You are receiving this communication because you hold shares in the company named above. |
| 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 2017 YEAR IN REVIEW
How to View Online:
Have the information that is printed in the box marked by the arrow (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 (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 23, 2018 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

| Vote
In Person: If you choose to vote these shares in person at the meeting, you must request a “ legal proxy. ” To do
so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain
the appropriate instructions. 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. |
| --- |
| 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 (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 voting instruction form. |

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| Voting
Items | | |
| --- | --- | --- |
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL DIRECTOR
NOMINEES IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3. | | |
| The following
proposals are being submitted to the Shareholders: | | |
| 1. | to elect 11 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. | W. Paul Bowers |
| | 1c. | Toshihiko Fukuzawa |
| | 1d. | Douglas W. Johnson |
| | 1e. | Robert B. Johnson |
| | 1f. | Thomas J. Kenny |
| | 1g. | Karole F. Lloyd |
| | 1h. | Joseph L. Moskowitz |
| | 1i. | Barbara K. Rimer, DrPH |
| | 1j. | Katherine T. Rohrer |
| | 1k. | Melvin T. Stith |

2.	to consider the following non-binding advisory proposal:
	“Resolved, on an advisory basis, the shareholders of Aflac
Incorporated approve the compensation of the named
executives, as disclosed pursuant to the compensation
disclosure rules of the Securities and Exchange Commission,
including the Compensation Discussion and Analysis and
accompanying tables and narrative of the Notice of 2018
Annual Meeting of Shareholders and Proxy Statement”
3.	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, 2018
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

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Voting Instructions

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