FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed May 8, 2025 · 1y ago · Accession 0000004977-25-000114

Plain English

Material event — a significant development the company must disclose promptly.

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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 8, 2025 ( May 5, 2025 ) 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)) Securities registered pursuant to Section 12(b) of the Act: 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 5.07    Submission of Matters to a Vote of Security Holders The Annual Meeting of the Shareholders of Aflac Incorporated (the "Company") was held on May 5, 2025. 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; and (3) Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025. The shareholders approved proposals (1), (2) and (3). The total number of shares of the Company’s Common Stock entitled to vote at the meeting was 545,814,600, of which 88,525,463 directly registered shares were entitled to ten votes per share and 36,533,739 shares held in “street” or “nominee” name exercised ten votes per share. The total number of voting rights represented at the meeting was 1,671,347,420. 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 1,253,432,702 30,512,075 3,456,304 81,519,052 W. Paul Bowers 1,263,766,660 21,315,431 2,318,990 81,519,052 Arthur R. Collins 1,275,116,175 9,837,829 2,447,077 81,519,052 Miwako Hosoda 1,279,110,219 5,881,759 2,409,103 81,519,052 Michael A. Forrester 1,278,723,165 5,928,325 2,749,591 81,519,052 Thomas J. Kenny 1,277,580,706 7,368,331 2,452,044 81,519,052 Georgette D. Kiser 1,273,629,079 11,367,772 2,404,230 81,519,052 Karole F. Lloyd 1,277,446,092 7,550,698 2,404,291 81,519,052 Nobuchika Mori 1,274,660,092 10,237,245 2,503,744 81,519,052 Joseph L. Moskowitz 1,267,119,758 17,784,129 2,497,194 81,519,052 Katherine T. Rohrer 1,256,356,678 28,690,413 2,353,990 81,519,052 (2) Non-binding advisory proposal on executive compensation 1,238,482,771 43,311,252 5,607,058 81,519,052 (3) Ratification of appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 2025 1,327,017,947 39,711,578 2,190,608 0 1 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 8, 2025   /s/ Robin L. Blackmon     (Robin L. Blackmon) Senior Vice President, Financial Services Chief Accounting Officer 2
Filing details
Company
AFLAC INC
Ticker
AFL
CIK
4977
Form type
8-K
Filing date
May 8, 2025
Report date
May 5, 2025
Document
afl-20250505.htm
Size
277 KB