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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) November 17, 2023 (November 16, 2023)
Aflac Incorporated
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(Exact name of registrant as specified in its charter)
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| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $.10 Par Value | | AFL | | New 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 16, 2023, Aflac Incorporated (the “Company”) appointed Daniel P. Amos President of the Company, effective January 1, 2024. Mr. Amos also currently serves as the Company’s Chairman and Chief Executive Officer. Information regarding Mr. Amos’ background, business experience and compensation is incorporated by reference from the definitive proxy statement on Schedule 14A for the 2023 Annual Meeting of Shareholders of Aflac Incorporated, which was filed with the U.S. Securities and Exchange Commission on March 16, 2023.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 16, 2023, the Company's Board of Directors amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”) to, among other things, remove “Article IX Emeritus Directors”.
The description of amendments to the Bylaws is subject to and qualified in its entirety by reference to the full text of the Bylaws (as amended and restated), a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | | Exhibit Title or Description |
| | Amended and Restated Bylaws of Aflac Incorporated, as of November 16, 2023 |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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.
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| | Aflac Incorporated |
| | |
| November 17, 2023 | | /s/ June Howard |
| | |
| | (June Howard) |
| | Senior Vice President, Financial Services |
| | Chief Accounting Officer |
