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ALL > SEC Filings for ALL > Form 8-K on 21-May-2013All Recent SEC Filings

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Form 8-K for ALLSTATE CORP


21-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Secur


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the annual meeting of stockholders on May 21, 2013, the Registrant's stockholders approved the 2013 Equity Incentive Plan (the "Equity Plan"), which amends and restates the 2009 Equity Incentive Plan.

The Equity Plan was approved by the Registrant's Board of Directors, subject to approval of its stockholders, on February 18, 2013. The Equity Plan increases the number of shares of the Registrant's common stock authorized for issuance under the plan by 19,850,000 shares and permits certain awards that may be granted under the plan to qualify as "performance based compensation" as defined under regulations interpreting Section 162(m) of the Internal Revenue Code of 1986, as amended.

Information regarding the terms of the Equity Plan can be found in the Registrant's definitive proxy statement (the "Proxy Statement") for the 2013 annual stockholders meeting filed with the Securities and Exchange Commission on April 10, 2013, under the caption "Proposal 3 - Approval of 2013 Equity Incentive Plan," referred to hereinafter as "Proposal 3." The description of the Equity Plan set forth above is a summary only and is qualified in its entirety by reference to Proposal 3 and to the full text of the Equity Plan in Appendix B to the Proxy Statement, both of which are incorporated by reference herein.



Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The Registrant's annual stockholders meeting was held on May 21, 2013 (the "Annual Meeting").

(b) The following are the final vote results of the Annual Meeting. Abstentions have no impact on the vote outcome for Proposal 1 and have the effect of a vote against for Proposals 2, 3, 4, 5, and 6. Broker non-votes have no impact on the vote outcome for Proposals 1, 2, 3, 5, and 6. However, for Proposal 3, broker non-votes are counted in the number of outstanding shares to determine if the number of votes cast on the proposal represented over 50% of the outstanding shares, in accordance with rules of the New York Stock Exchange.

Proposal 1 - Election of Directors. Twelve directors were elected by a majority of the votes cast for terms expiring at the 2014 annual stockholders meeting with an average vote of 97.55%. The voting results are as follows:

Nominee                  For        Against      Abstain    Broker non-votes
F. Duane Ackerman    352,483,596   7,787,830     980,374       40,529,388
Robert D. Beyer      358,053,049   2,198,173    1,000,578      40,529,388
Kermit R. Crawford   357,606,091   2,631,964    1,013,745      40,529,388
Jack M. Greenberg    329,968,803   30,286,693    996,304       40,529,388
Herbert L. Henkel    357,627,531   2,610,693    1,013,576      40,529,388
Ronald T. LeMay      353,763,818   6,465,237    1,022,745      40,529,388
Andrea Redmond       357,847,026   2,457,648     947,126       40,529,388
H. John Riley, Jr.   355,181,809   5,063,756    1,006,235      40,529,388
John W. Rowe         357,887,123   2,357,969    1,006,708      40,529,388
Judith A. Sprieser   331,734,269   28,559,534    957,997       40,529,388
Mary Alice Taylor    354,734,845   5,536,162     980,793       40,529,388
Thomas J. Wilson     349,998,098   8,039,165    3,214,537      40,529,388


Proposal 2 - Advisory Vote to Approve 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 are as follows:

    For        Against      Abstain    Broker non-votes
345,648,521   12,906,267   2,697,012      40,529,388
  95.68%        3.57%        0.75%     % not applicable

Proposal 3 - Approval of 2013 Equity Incentive Plan. The management proposal on the approval of the 2013 Equity Incentive Plan 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 and the total number of votes cast represented over 50% of the total outstanding shares. The voting results are as follows:

    For        Against      Abstain    Broker non-votes
325,593,835   33,611,264   2,046,701      40,529,388
  90.13%        9.30%        0.57%     % not applicable

Proposal 4 - 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 2013 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 are as follows:

    For        Against     Abstain
394,051,247   6,706,687   1,023,254
  98.08%        1.67%       0.25%

Proposal 5 - Stockholder Proposal. The stockholder proposal seeking equity retention by senior executives 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 are as follows:

    For         Against      Abstain    Broker non-votes
114,566,318   244,116,742   2,568,740      40,529,388
  31.71%        67.58%        0.71%     % not applicable

Proposal 6 - Stockholder Proposal. The stockholder proposal seeking a report on lobbying expenditures 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 are as follows:

   For         Against      Abstain     Broker non-votes
27,896,717   271,477,419   61,877,664      40,529,388
  7.72%        75.15%        17.13%     % not applicable




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 The following sections of The Allstate Corporation's Proxy Statement filed April 10, 2013 (File No. 1-11840) are incorporated herein by reference: Proposal 3 - Approval of 2013 Equity Incentive Plan and Appendix B - The Allstate Corporation 2013 Equity Incentive Plan


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