Document

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 24, 2016


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 24, 2016 (the "Annual Meeting").
 
(b)       Below are the final vote results of the Annual Meeting.
 
Proposal 1 - Election of Directors. Ten directors were elected by a majority of the votes cast for terms expiring at the 2017 annual stockholders meeting.  The voting results were as follows:
 
Nominee
 
For
 
Against
 
Abstain
 
Broker non-votes
 
Kermit R. Crawford
 
287,898,476
 
1,114,828
 
755,981
 
38,747,709
 
Michael L. Eskew
 
286,859,079
 
2,169,635
 
740,571
 
38,747,709
 
Herbert L. Henkel
 
286,983,670
 
2,040,127
 
745,488
 
38,747,709
 
Siddharth N. Mehta
 
287,597,326
 
1,407,362
 
764,597
 
38,747,709
 
Jacques P. Perold
 
287,885,635
 
1,131,632
 
752,018
 
38,747,709
 
Andrea Redmond
 
282,359,367
 
5,768,826
 
1,641,092
 
38,747,709
 
John W. Rowe
 
286,518,430
 
2,505,056
 
745,799
 
38,747,709
 
Judith A. Sprieser
 
284,206,478
 
4,842,338
 
720,469
 
38,747,709
 
Mary Alice Taylor
 
284,332,231
 
4,711,591
 
725,463
 
38,747,709
 
Thomas J. Wilson
 
278,724,458
 
6,290,948
 
4,753,879
 
38,747,709
 
 
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 were as follows:
 
For
 
Against
 
Abstain
 
Broker non-votes
 
274,035,720
 
14,283,693
 
1,449,872
 
38,747,709
 

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 2016 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 were as follows:
 
For
 
Against
 
Abstain
 
323,075,605
 
4,540,193
 
901,196
 

Proposal 4 - Stockholder Proposal. The stockholder proposal seeking adoption of a policy to require an independent board chairman 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 were as follows:
  
For
 
Against
 
Abstain
 
Broker non-votes
 
136,319,333
 
151,776,925
 
1,673,027
 
38,747,709
 


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Proposal 5 - Stockholder Proposal. The stockholder proposal on reporting political contributions 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 were as follows:
 
For
 
Against
 
Abstain
 
Broker non-votes
 
63,166,459
 
189,406,698
 
37,196,128
 
38,747,709
 

 
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 27, 2016

 

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