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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 4, 2023 (May 1, 2023)
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Aflac Incorporated
_________________________________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
 
Georgia001-07434  58-1167100
(State or other jurisdiction(Commission  (IRS Employer
of incorporation)File Number)  Identification No.)
1932 Wynnton RoadColumbusGeorgia  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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.10 Par ValueAFLNew York Stock Exchange
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 ("the Company") was held on May 1, 2023. 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; (3) A non-binding advisory vote on the frequency of future say-on-pay votes; and (4) Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023. The shareholders approved proposals (1), (2) and (4), and approved a frequency of "every year" for proposal (3).

The total number of shares of the Company’s Common Stock entitled to vote at the meeting was 611,708,391, of which 41,710,135 directly registered shares were entitled to ten votes per share and 47,935,079 shares held in “street” or “nominee” name exercised ten votes per share.

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.
VOTES
ForAgainstAbstentionsBroker
Non-Votes
(1) Election of 11 members to the board of directors:
Daniel P. Amos958,733,87316,950,9014,570,69185,954,212
W. Paul Bowers971,425,2107,247,3571,582,89885,954,212
Arthur R. Collins974,187,2204,482,2721,585,97385,954,212
Miwako Hosoda975,010,9663,497,5051,746,99485,954,212
Thomas J. Kenny975,073,0493,342,5831,839,83385,954,212
Georgette D. Kiser970,061,2088,643,5891,550,66885,954,212
Karole F. Lloyd972,167,1546,270,1031,818,20885,954,212
Nobuchika Mori974,574,8493,968,1251,712,49185,954,212
Joseph L. Moskowitz966,936,68411,443,6341,875,14785,954,212
Barbara K. Rimer, DrPH961,789,69816,961,3231,504,44485,954,212
Katherine T. Rohrer965,904,53612,917,5101,433,41985,954,212
(2) Non-binding advisory proposal on executive compensation950,291,34826,053,1483,910,96985,954,212
1 Year2 Years3 YearsAbstentionsBroker
Non-Votes
(3) Non-binding advisory vote on the frequency of future advisory votes on executive compensation962,679,061 2,764,198 11,875,828 2,936,378 85,954,212 
ForAgainstAbstentionsBroker
Non-Votes
(4) Ratification of appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 2023
1,036,381,22827,301,5922,526,8570






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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 4, 2023  /s/ June Howard
    (June Howard)
Senior Vice President, Financial Services
Chief Accounting Officer


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