8-K 1 afl8-kxshareholdervotemay18.htm 8-K 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 7, 2018

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Aflac Incorporated
(Exact name of registrant as specified in its charter)
Georgia
  
001-07434
  
58-1167100
(State or other jurisdiction
  
(Commission
  
(IRS Employer
of incorporation)
  
File Number)
  
Identification No.)
 
 
 
 
 
1932 Wynnton Road, Columbus, Georgia
  
 
  
31999
(Address of principal executive offices)
  
 
  
(Zip Code)
706.323.3431
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 5.07    Submission of Matters to a Vote of Security Holders

The Annual Meeting of the Shareholders of Aflac Incorporated was held on May 7, 2018. Matters submitted to the shareholders and voted upon at the meeting, which are more fully described in the Company's Proxy Statement, are as follows: (1) Election of 11 members to the board of directors; (2) Approval of a non-binding advisory proposal on compensation of the Company's named executive officers as described in the Proxy Statement; and (3) Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2018. The shareholders approved proposals (1), (2) and (3).

The following is a summary of the votes cast, as well as the number of abstention and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director.

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VOTES
 
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
 
(1) Election of 11 members to the board of directors:
 
 
 
 
 
 
 
 
 
 
Daniel P. Amos
 
718,943,509
 
9,393,664
 
4,694,466
 
54,294,444
 
 
W. Paul Bowers
 
729,001,938
 
2,033,201
 
1,996,500
 
54,294,444
 
 
Toshihiko Fukuzawa
 
729,476,095
 
2,156,500
 
1,399,044
 
54,294,444
 
 
Douglas W. Johnson
 
720,758,416
 
10,208,089
 
2,065,134
 
54,294,444
 
 
Robert B. Johnson
 
715,329,975
 
15,952,427
 
1,749,237
 
54,294,444
 
 
Thomas J. Kenny
 
725,720,220
 
5,599,794
 
1,711,625
 
54,294,444
 
 
Karole F. Lloyd
 
729,593,497
 
1,812,014
 
1,626,128
 
54,294,444
 
 
Joseph L. Moskowitz
 
726,921,687
 
4,321,877
 
1,788,075
 
54,294,444
 
 
Barbara K. Rimer, DrPH
 
724,310,093
 
7,078,639
 
1,642,907
 
54,294,444
 
 
Katherine T. Rohrer
 
727,464,238
 
4,034,353
 
1,533,048
 
54,294,444
 
 
Melvin T. Stith
 
721,655,234
 
9,708,969
 
1,667,436
 
54,294,444
 
 
 
 
 
 
 
 
 
 
 
 
(2) Non-binding advisory proposal on executive compensation
 
700,158,107
 
28,842,393
 
4,031,139
 
54,294,444
 
 
 
 
 
 
 
 
 
 
 
 
(3) Ratification of appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 2018
 
775,176,581
 
10,659,300
 
1,490,202
 
0
 




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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.



 
 
Aflac Incorporated
 
 
 
May 10, 2018
 
  /s/ June Howard
 
 
 
 
 
    (June Howard)
 
 
Senior Vice President, Financial Services
 
 
Chief Accounting Officer


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