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ALLSTATE CORP Declaration of Voting Results & Voting Rights Announcements 2012

May 22, 2012

29991_rns_2012-05-22_a96a8ffd-bad3-4ac7-8125-ad3b145c863c.zip

Declaration of Voting Results & Voting Rights Announcements

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*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 8-K*

*CURRENT REPORT*

*PURSUANT TO SECTION 13 OR 15(d) OF*

*THE SECURITIES EXCHANGE ACT OF 1934*

Date of Report (Date of earliest event reported): May 22, 2012

*THE ALLSTATE CORPORATION*

(Exact name of registrant as specified in its charter)

Delaware 1-11840 36-3871531
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)

*2775 Sanders Road, Northbrook, Illinois 60062*

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 402-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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*Item 5.07. Submission of Matters to a Vote of Security Holders.*

(a) The Registrant’s annual stockholders meeting was held on May 22, 2012 (the “ Annual Meeting ”).

(b) The following are the final results of the Annual Meeting. Abstentions have no impact on the vote outcome for Proposal 1 and have the effect of a vote against for Proposals 2, 3, 4, 5, and 6. Broker non-votes have no impact on the vote outcome for Proposals 1, 2, and 6 and have the effect of a vote against for Proposals 3 and 4.

*Proposal 1 - Election of Directors* . Twelve directors were elected by a majority of the votes cast for terms expiring at the 2013 annual stockholders meeting with an average vote of 95.68%. The voting results are as follows:

Nominee For Against Abstain Broker non-votes
F. Duane Ackerman 370,505,973 9,481,060 982,208 48,769,056
Robert D. Beyer 367,458,265 12,540,984 969,992 48,769,056
W. James Farrell 361,175,889 18,792,358 1,000,994 48,769,056
Jack M. Greenberg 344,893,143 35,088,814 987,284 48,769,056
Ronald T. LeMay 359,846,616 20,103,900 1,018,725 48,769,056
Andrea Redmond 367,331,226 12,664,720 973,295 48,769,056
H. John Riley, Jr. 366,544,596 13,421,213 1,003,430 48,769,056
John W. Rowe 376,182,152 3,722,251 1,064,838 48,769,056
Joshua I. Smith 355,359,462 24,592,856 1,016,923 48,769,056
Judith A. Sprieser 352,512,792 27,498,390 958,059 48,769,056
Mary Alice Taylor 372,776,525 7,258,487 934,229 48,769,056
Thomas J. Wilson 368,285,328 11,667,042 1,016,871 48,769,056

*Proposal 2 - Advisory Vote to Approve the Executive Compensation of the Named Executive Officers* . The management proposal on the advisory resolution to approve the compensation of the named executive officers received the vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. The voting results are as follows:

For Against Abstain Broker non-votes
351,717,038 22,749,635 6,502,568 48,769,056
92.32% 5.97% 1.70% % not applicable

*Proposal 3 - Right to Act by Written Consent* . The management proposal on the amendment of the Certificate to grant stockholders the right to act by written consent received the vote of a majority of the outstanding shares entitled to vote at the meeting. The voting results are as follows:

For Against Abstain Broker non-votes
362,171,339 17,200,181 1,597,721 48,769,056
73.39% 3.48% 0.32% 9.88%

*Proposal 4 - Special Meeting* . The management proposal on the amendment of the Certificate to grant holders of not less than 10% of the outstanding common stock the right to require that a special stockholders meeting be called received the vote of a majority of the outstanding shares entitled to vote at the meeting. The voting results are as follows:

For Against Abstain Broker non-votes
372,972,182 6,630,290 1,366,769 48,769,056
75.58% 1.34% 0.27% 9.88%

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*Proposal 5 - Ratification of Appointment of Independent Registered Public Accountant* . The management proposal on ratification of the appointment of Deloitte & Touche LLP as Registrant’s independent registered public accountant for 2012 received the vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. The voting results are as follows:

For Against Abstain
419,757,404 8,924,369 1,056,524
97.67% 2.07% 0.24%

*Proposal 6 - Stockholder Proposal* . The stockholder proposal seeking a report on political contributions did not receive the vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. The voting results are as follows:

For Against Abstain Broker non-votes
37,955,654 289,958,069 53,055,518 48,769,056
9.96% 76.11% 13.92% % not applicable

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*SIGNATURES*

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By: /s/ Jennifer M. Hager
Name: Jennifer M. Hager
Title: Vice President, Assistant General Counsel, and Assistant Secretary
Date: May 22, 2012

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