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, 2012
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)) |
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 7, 2012. 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 14 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) Adoption of an Amended and Restated 2004 Aflac Incorporated Long-Term Incentive Plan ("LTIP"), with no additional shares authorized under the LTIP; (4) Adoption of an Amended and Restated 2013 Management Incentive Plan; and (5) Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2012. The shareholders approved proposals (1), (2), (3), (4) and (5).
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 14 members to the board of directors: | ||||||||||
Daniel P. Amos | 717,649,559 | 43,741,799 | 602,648 | 66,010,116 | ||||||
John Shelby Amos II | 726,249,960 | 35,024,134 | 719,912 | 66,010,116 | ||||||
Paul S. Amos II | 730,113,162 | 31,180,845 | 699,999 | 66,010,116 | ||||||
Kriss Cloninger III | 702,701,691 | 58,627,245 | 665,070 | 66,010,116 | ||||||
Elizabeth J. Hudson | 743,779,919 | 17,564,217 | 649,870 | 66,010,116 | ||||||
Douglas W. Johnson | 750,250,186 | 11,027,473 | 716,347 | 66,010,116 | ||||||
Robert B. Johnson | 749,731,340 | 11,461,104 | 801,562 | 66,010,116 | ||||||
Charles B. Knapp | 744,620,496 | 16,594,927 | 778,583 | 66,010,116 | ||||||
E. Stephen Purdom, M.D. | 744,985,283 | 16,285,866 | 722,857 | 66,010,116 | ||||||
Barbara K. Rimer, Dr. PH | 744,611,565 | 16,689,554 | 692,887 | 66,010,116 | ||||||
Marvin R. Schuster | 744,878,164 | 16,374,338 | 741,504 | 66,010,116 | ||||||
Melvin T. Stith | 749,485,772 | 11,683,660 | 824,574 | 66,010,116 | ||||||
David Gary Thompson | 749,065,651 | 11,751,775 | 1,176,580 | 66,010,116 | ||||||
Takuro Yoshida | 468,763,496 | 288,979,022 | 4,251,488 | 66,010,116 | ||||||
(2) Non-binding advisory proposal on executive compensation | 733,706,562 | 24,026,913 | 4,260,531 | 66,010,116 | ||||||
(3) Adoption of Amended and Restated 2004 Aflac Incorporated Long-Term Incentive Plan ("LTIP"), with no additional shares offered under the LTIP | 735,209,855 | 24,908,050 | 1,876,101 | 66,010,116 | ||||||
(4) Adoption of Amended and Restated 2013 Management Incentive Plan | 738,619,557 | 21,463,108 | 1,911,341 | 66,010,116 | ||||||
(5) Ratification of appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 2012 | 818,213,178 | 8,687,890 | 1,103,054 | 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, 2012 | /s/ June Howard | |
(June Howard) | ||
Senior Vice President, Financial Services | ||
Chief Accounting Officer | ||
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