2015-05-19Form8-KAnnualMeeting

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 19, 2015


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))


  






Section 5 – Corporate Governance and Management
Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
(a)       The Registrant’s annual stockholders meeting was held on May 19, 2015 (the "Annual Meeting").
 
(b)       The following are the final vote 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, and 4. Broker non-votes have no impact on the vote outcome for Proposals 1, 2, and 4.
 
Proposal 1 - Election of Directors. Ten directors were elected by a majority of the votes cast for terms expiring at the 2016 annual stockholders meeting with an average vote of 98.73%.  The voting results are as follows:
 
Nominee
 
For
 
Against
 
Abstain
 
Broker non-votes
 
Robert D. Beyer
 
310,686,539
 
999,087
 
1,298,449
 
41,282,845
 
Kermit R. Crawford
 
308,912,412
 
2,784,071
 
1,287,592
 
41,282,845
 
Michael L. Eskew
 
310,160,751
 
1,532,326
 
1,290,998
 
41,282,845
 
Herbert L. Henkel
 
309,498,173
 
2,196,077
 
1,289,825
 
41,282,845
 
Siddharth N. Mehta
 
309,625,909
 
2,029,068
 
1,329,098
 
41,282,845
 
Andrea Redmond
 
309,832,509
 
1,872,476
 
1,279,090
 
41,282,845
 
John W. Rowe
 
306,850,207
 
4,831,173
 
1,302,695
 
41,282,845
 
Judith A. Sprieser
 
306,019,609
 
5,693,761
 
1,270,705
 
41,282,845
 
Mary Alice Taylor
 
306,248,511
 
5,460,637
 
1,274,927
 
41,282,845
 
Thomas J. Wilson
 
297,444,238
 
12,064,638
 
3,475,199
 
41,282,845
 
 

Proposal 2 – Say-on-Pay: Advisory Vote on the Executive Compensation of the Named Executives.  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 at the meeting and entitled to vote on the proposal.  The voting results are as follows:
 
For
 
Against
 
Abstain
 
Broker non-votes
 
297,651,709
 
13,168,247
 
2,164,119
 
41,282,845
 
95.10%
 
4.21%
 
.69%
 
% not applicable
 


Proposal 3 - Ratification of the 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 2015 received the vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. The voting results are as follows:
 
For
 
Against
 
Abstain
 
346,907,784
 
6,015,615
 
1,343,521
 
97.92%
 
1.70%
 
.38%
 
 


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Proposal 4 - Stockholder Proposal. The stockholder proposal seeking a policy on equity retention by senior executives did not receive the vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. The voting results are as follows:
  
For
 
Against
 
Abstain
 
Broker non-votes
 
91,199,254
 
218,616,967
 
3,167,854
 
41,282,845
 
29.14%
 
69.85%
 
1.01%
 
% 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.
 
 
 
THE ALLSTATE CORPORATION
 
(Registrant)
 
 
 
 
 
By:
/s/ Daniel G. Gordon
 
 
Name: Daniel G. Gordon
 
Title: Vice President, Assistant General Counsel and Assistant Secretary
 
 
Date: May 19, 2015

 

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