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))

 



 

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%

 

 



 

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

 

 



 

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.

 

 

THE ALLSTATE CORPORATION

 

 

 

 

 

 

By:

/s/ Jennifer M. Hager

 

Name:

Jennifer M. Hager

 

 Title:

Vice President,

 Assistant General Counsel,

 and Assistant Secretary

 

 

 

 

 

 

 

 

 

Date: May 22, 2012