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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 25, 2021
THE ALLSTATE CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware   1-11840   36-3871531
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 2775 Sanders Road, Northbrook, Illinois    60062
(Address of principal executive offices)    (Zip Code)
Registrant’s telephone number, including area code  (847) 402-5000
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 Symbols Name of each exchange on which registered
Common Stock, par value $0.01 per share ALL
New York Stock Exchange Chicago Stock Exchange
5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053 ALL.PR.B New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 5.625% Noncumulative Preferred Stock, Series G ALL PR G New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series H ALL PR H New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series I ALL PR I 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. ☐



Section 5 - Corporate Governance and Management
Item 5.07.  Submission of Matters to a Vote of Security Holders.
The Registrant’s annual stockholders meeting was held on May 25, 2021 (the "Annual Meeting") in a virtual format. The current virtual format allows Allstate to reach a broader base of stockholders not limited to those who can travel to an in-person meeting. This allows for greater participation among our shareholders and opportunity for more robust engagement. The virtual format also allows stockholders to submit questions and comments in our online forum both before and during the meeting.

Below are the final vote results of the Annual Meeting.

Proposal 1 - Election of Directors. Twelve directors were elected by a majority of the votes cast for terms expiring at the 2022 annual stockholders meeting.  The voting results were as follows: 
Nominee For Against Abstain Broker Non-Votes
Donald E. Brown 220,064,765 2,600,281 440,619 31,025,378
Kermit R. Crawford 217,636,873 5,034,766 434,026 31,025,378
Michael L. Eskew 202,815,566 19,827,553 462,546 31,025,378
Richard T. Hume 221,604,526 1,054,847 446,292 31,025,378
Margaret M. Keane 218,850,515 3,841,020 414,130 31,025,378
Siddharth N. Mehta 201,615,834 21,049,754 440,077 31,025,378
Jacques P. Perold 219,837,212 2,827,761 440,692 31,025,378
Andrea Redmond 213,253,606 9,391,188 460,871 31,025,378
Gregg M. Sherrill 217,306,549 5,352,788 446,328 31,025,378
Judith A. Sprieser 213,498,557 9,169,999 437,109 31,025,378
Perry M. Traquina 219,905,850 2,728,076 471,739 31,025,378
Thomas J. Wilson 199,705,434 21,038,602 2,361,629 31,025,378

Proposal 2 – Say-on-Pay: Advisory Vote on the Compensation of the Named Executives.  The proposal on the advisory resolution to approve the compensation of the named executives 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 were as follows:
For Against Abstain Broker Non-Votes
195,274,842 26,919,733 911,090 31,025,378

Proposal 3 – Ratification of the Appointment of Independent Registered Public Accountant. The proposal on ratification of the appointment of Deloitte & Touche LLP as Registrant's independent registered public accountant for 2021 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 were as follows:
For Against Abstain
235,623,485 18,042,139 465,419

Proposal 4 - Stockholder Proposal. The stockholder proposal on amending proxy access terms did not receive the vote of a majority of the shares present in person or represented by proxy at the meeting entitled to vote on the proposal. The voting results were as follows:


For Against Abstain Broker Non-Votes
88,135,074 133,515,055 1,455,536 31,025,378



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.


THE ALLSTATE CORPORATION
(Registrant)




By: /s/ Daniel G. Gordon

Name: Daniel G. Gordon

Title: Vice President, Assistant General Counsel and Assistant Secretary



Date: May 26, 2021





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