Aflac Incorporated

05/07/2026 | Press release | Distributed by Public on 05/07/2026 13:46

Proxy Results (Form 8-K)

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 4, 2026. 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) Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026; and
(4) Shareholder proposal regarding an independent board chairman.
The shareholders approved proposals (1), (2) and (3). The shareholders did not approve proposal (4).
The total number of shares of the Company's Common Stock entitled to vote at the meeting was 515,183,672, of which 85,520,827 directly registered shares were entitled to ten votes per share and 23,397,450 shares held in "street" or "nominee" name exercised ten votes per share. The total number of voting rights at the meeting was 1,495,448,165.
The shares owned by J&A Alliance Trust (the "Trust") represented, in aggregate, 20% of the total voting power of the Company's Common Stock. The Shareholders Agreement, entered into on February 28, 2019, by the Company, Japan Post Holdings Co., Ltd., J&A Alliance Holdings Corporation, solely in its capacity as trustee of the Trust, and General Incorporated Association J&A Alliance, provides voting restrictions that require the Trust to vote (i) all shares representing voting rights in excess of 20% of the voting rights in the Company and (ii) all of its shares in connection with a change in control transaction, in each case, in a manner proportionally equal to votes of shares not beneficially owned by the Trust. For more information about the forgoing, please see the Company's Proxy Statement.
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
For Against Abstentions Broker
Non-Votes
(1) Election of 11 members to the board of directors:
Daniel P. Amos 1,097,838,620 30,887,525 2,983,355 73,795,282
W. Paul Bowers 1,108,940,802 20,660,076 2,108,622 73,795,282
Arthur R. Collins 1,118,675,114 10,954,778 2,079,608 73,795,282
Miwako Hosoda 1,124,536,345 5,452,281 1,720,874 73,795,282
Michael A. Forrester 1,124,829,994 5,065,442 1,814,064 73,795,282
Thomas J. Kenny 1,122,122,075 7,815,712 1,771,713 73,795,282
Georgette D. Kiser 1,120,928,036 8,836,841 1,944,623 73,795,282
Karole F. Lloyd 1,121,626,778 8,244,562 1,838,160 73,795,282
Nobuchika Mori 1,119,445,277 10,399,438 1,864,785 73,795,282
Joseph L. Moskowitz 1,106,025,013 23,884,831 1,799,656 73,795,282
Katherine T. Rohrer 1,085,917,275 41,854,640 3,937,585 73,795,282
(2) Non-binding advisory proposal on executive compensation 1,082,304,402 43,858,310 5,546,788 73,795,282
(3) Ratification of appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 2026
1,166,216,707 37,699,881 1,588,194 0
(4) Shareholder proposal regarding an independent board chairman 136,304,171 982,422,907 12,982,422 73,795,282
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