Solicitation and Revocation of ProxyCorporate Governance Matters

This Proxy Statement is furnished to shareholders in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Shareholders to be held on Monday, May 1, 2017, and any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders and described in detail herein. The Annual Meeting will be held at 10 a.m. at the Columbus Museum (in the Patrick Theatre), 1251 Wynnton Road, Columbus, Georgia.

The mailing address of our principal executive offices is Aflac Incorporated, 1932 Wynnton Road, Columbus, Georgia 31999.

All properly executed proxies returned to the Company will be voted in accordance with the instructions contained thereon. If you return your proxy with no voting instructions indicated, the proxy will be voted FOR the election of all Director nominees named in this Proxy Statement, FOR approval of Proposals 2 and 4 through 6, for holding advisory votes on executive compensation every “year” (Proposal 3), and according to the discretion of the proxy holders on any other matters that may properly come before the Annual Meeting or any postponement or adjournment thereof. If you are a shareholder of record, you also may submit your proxy online or by telephone in accordance with the procedures set forth in the enclosed proxy, or you may vote in person at the Annual Meeting. Shareholders can revoke a proxy at any time before it is exercised by giving written notice to that effect to the Secretary of the Company or by submitting a later-dated proxy or subsequent internet or telephonic proxy. Shareholders who attend the Annual Meeting may revoke any proxy previously granted and vote in person orally or by written ballot.

This Proxy Statement and the accompanying proxy are being delivered to shareholders on or about March 17, 2017.

Solicitation of Proxies

The Company will pay the cost of soliciting proxies. The Company will make arrangements with brokerage firms, custodians, and other fiduciaries to send proxy materials to their customers, and will reimburse these entities for the associated mailing and related expenses. In addition, certain officers and other employees of the Company may solicit proxies by telephone and by personal contacts, but those individuals will not receive additional compensation for those efforts. The Company has retained Georgeson LLC to assist in the solicitation of proxies for a fee of $9,500, plus reimbursement of reasonable out-of-pocket expenses.

Proxy Materials and Annual Report

As permitted by the SEC rules, we are making these proxy materials available to our shareholders via the internet. Accordingly, we have mailed to most of our shareholders a notice about the internet availability of this Proxy Statement and the Company’s 2016 Year in Review and Annual Report on Form 10-K for the year ended December 31, 2016 (together, the “Annual Report”) instead of paper copies of those documents. The notice contains instructions on how to access those documents online, how to vote at proxyvote.com, and how to request and receive a paper copy of our proxy materials, including this Proxy Statement and our Annual Report. If you select the online access option for the Proxy Statement, Annual Report, and other account mailings throughaflinc^®, the Company’s secure online account management system, you will receive electronic notice of availability of these proxy materials. If you do not receive a notice and did not already elect online access, you will receive a paper copy of the proxy materials by mail. We believe providing online access to our critical documents will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

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Solicitation and Revocation of Proxy

Multiple Shareholders Sharing the Same Address

The Company is sending only one Annual Report and one Proxy Statement or notice of availability of these materials to shareholders who consented and who share a single address. This is known as “householding.” However, any registered shareholder who wishes to receive a separate Annual Report or Proxy Statement may contact Shareholder Services by phone at (800) 227-4756, by email at shareholder@aflac.com, or by mail at the address set forth above. If you receive multiple copies of the Annual Report or Proxy Statement or notice of availability of these materials, you may request householding by contacting Shareholder Services (if you are a registered shareholder) or by contacting the holder of record (if you own the Company’s shares through a bank, broker, or other holder of record).

Description of Voting Rights

The Company believes that long-term shareholders should have a greater say in our success. Accordingly, the Company’s Articles of Incorporation provide that each share of the Company’s Common Stock is entitled to one vote until it has been held by the same beneficial owner for a continuous period of longer than 48 months prior to the record date of the meeting, at which time each share becomes entitled to ten votes. If a share is transferred by gift, devise, or bequest, or otherwise through the laws of inheritance, descent, or distribution from the estate of the transferor, or by distribution to a beneficiary of shares held in trust, the transferee is deemed to be the same beneficial owner as the transferor for purposes of determining the number of votes per share. Shares acquired as a direct result of a stock split, stock dividend, or other distribution with respect to existing shares are deemed to have been acquired and held continuously from the date on which the underlying shares were acquired. Shares of Common Stock acquired pursuant to the exercise of a stock option are deemed to have been acquired on the date the option was granted.

Shares of Common Stock held in “street” or “nominee” name are presumed to have been held for less than 48 months and are entitled to one vote per share unless this presumption is rebutted by evidence to the contrary. If you wish to demonstrate that you have held your Common Shares in street name for longer than 48 months, please complete and execute the affidavit appearing on the reverse side of your proxy. The Board of Directors may require evidence to support the affidavit.

Quorum and Vote Requirements

Holders of record of Common Stock at the close of business on February 22, 2017, will be entitled to vote at the Annual Meeting. At that date, the number of outstanding shares of Common Stock entitled to vote was 401,177,209. According to the Company’s records, this represents the following voting rights:

If all of the outstanding shares were entitled to ten votes per share, the total number of possible votes would be 4,011,772,090. However, for purposes of this Proxy Statement, we assume that the total number of votes that may be cast at the Annual Meeting will be 672,661,552.

The holders of a majority of the voting rights entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of such business that comes before the meeting. Abstentions are counted as “shares present” for purposes of determining whether a quorum exists. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Broker non-votes are counted as “shares present” at the Annual Meeting for purposes of determining whether a quorum exists.

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Solicitation and Revocation of Proxy

The following table shows the voting requirements for each proposal we expect at the Annual Meeting.

Proposal	Vote required to Pass	EffectThe Board of abstentions and broker non-votes
Uncontested election of directors	Votes cast forDirectors recommends a nominee exceed votes cast against that nominee	Abstentions and broker non-votes are not counted as votes cast and have no effect
voteAdvisory vote on frequency of future say-on-pay votesFOR	The frequency (every year, every two years, or every three years) that attains the most votes will prevail	Abstentions and broker non-votes are not counted as votes cast and have no effect
Ratification each of the Independent Registered Public Accounting Firmeleven nominees.	Majority of the votes cast	Abstentions are not counted as votes cast and have no effect. Brokers and other nominees may vote without instructions, so we do not expect broker non-votes.
Advisory say-on-pay, 2017 LTIP, and 2018 MIP	Majority of the votes cast	Abstentions and broker non-votes are not counted as votes cast and have no effect

If a nominee who is already serving as a Director is not re-elected at the Annual Meeting in an uncontested election, Georgia law provides that Director would continue to serve on our Board as a “holdover director.” However, our Director Resignation Policy provides that holdover directors must tender a resignation to our Chairman of the Board. The Corporate Governance Committee will consider such resignation and recommend to the Board whether to accept or reject it. In considering whether to accept or reject the tendered resignation, the Corporate Governance Committee will consider all factors its members deem relevant, including the stated reasons why shareholders voted against such Director, the qualifications of the Director, and whether the resignation would be in the best interests of the Company and its shareholders. The Board will formally act on the Corporate Governance Committee’s recommendation no later than ninety days following the date of the Annual Meeting at which the election occurred. The Company will, within four business days after such decision is made, publicly disclose that decision in a Form 8-K filed with the SEC, together with a full explanation of the process by which the decision was made and, if applicable, the reasons for rejecting the tendered resignation. If a nominee who was not already serving as a Director is not elected at the Annual Meeting, that nominee would not become a Director or a holdover director.

In a contested election at an annual meeting of shareholders (meaning the number of nominees exceeds the number of Directors to be elected), the standard for election of Directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Directors.

Effect of Not Casting a Vote

If you hold your shares in street name, it is critical that you provide voting instructions to the record owner. Otherwise, your shares will not count in any proposal other than Proposal 4—Ratification of the Independent Registered Public Accounting Firm. Your bank or broker is not permitted to vote without your instructions in the election of Directors, on the advisory vote on executive compensation, on the advisory vote on the frequency of future say-on-pay votes, or on the two proposals to approve our compensation plans. Broker non-votes on these matters will have no effect on the outcome of the proposals. Your bank or broker may vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 4).

If you are a shareholder of record and you do not return your proxy card, no votes will be cast on your behalf on any item of business at the Annual Meeting. If you return the proxy card but do not give voting instructions, your proxy will be voted FOR the election of all Director nominees named in this Proxy Statement, FOR approval of Proposals 2 and 4 through 6, for “every year” frequency for say-on-pay votes (Proposal 3), and according to the discretion of the proxy holders on any other matters that may properly come before the Annual Meeting or any postponement or adjournment thereof.

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Proposal 1:Election of Directors

The Company proposes that the following fourteeneleven individuals be elected to the Board of Directors.Board. These individuals have been nominated by the Board’s Corporate Governance Committee of the Board of Directors and, ifCommittee. If elected, they are willing to serve until the nextfor a one-year term expiring at our 2021 Annual Meeting of Shareholders andShareholders. Each Director will hold office until their successors havehis or her successor has been elected and qualified.qualified or until the Director’s earlier death, resignation or removal. The people named in the accompanying proxy (or their substitutes) will vote to elect these nominees unless specifically instructed to the contrary. However, if any nominee becomes unable or unwilling to serve or is otherwise unavailable for election, the people named in the proxy (or their substitutes) will have discretionary authority to vote or to refrain from voting on any substitute nominee. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve. Our Board believes it is appropriate to maintain a diverse balance of longer tenured members, who bring stability and valuable Company-specific knowledge with an historical perspective, and newer members, who bring fresh perspectives and new ideas.

All but one of the nominees introduced below are currently members of our Board. Ms. Lloyd was appointed as a director, uponUpon the recommendation of the Corporate Governance Committee, Mr. Nobuchika Mori has been nominated to serve on January 6, 2017. Ms. Lloydthe Board. Mr. Mori was recommended for the Board by the Chairman of the AuditBoard most notably for his regulatory expertise and Risk Committee.financial acumen gathered over a three-plus decade career in Japan and internationally as a financial regulator, including from July 2015-July 2018, as Commissioner of Japan’s Financial Services Agency.

DIRECTOR SKILLS SUMMARYWe expect all of our Directors to have a demonstrated ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company. As shown below, our nominees have a range of skills and experience in areas that are critical to our industry and our operations.

2         Aflac Incorporated

FOR	The Board of Directors recommends a vote“for”the election of each of the following nominees as directors.

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Proposal 1: Election of DirectorsBOARD COMPOSITION

Director Skills Summary and The Link to Our Strategy

Skills and Experience
Independent
Marketing and Public Relations
Current or former CEO
Operations Experience
Japanese Market Experience
Investment and Financial Expertise
Regulatory and Risk Mgmt. Experience
Industry Experience
Public Health Experience
Digital/Cyber Security Experience

Director Nominees

AGE 65 DIRECTOR SINCE 1983 COMMITTEES Executive(Chair)		Daniel P. Amos CHAIRMAN, CHIEF EXECUTIVE OFFICER OF AFLAC INCORPORATED						ChairmanAGE 68 DIRECTOR SINCE 1983 COMMITTEES Executive (Chair) Finance and Chief Executive Officer of Aflac Incorporated and Aflac Investment
Mr. Amos has been Chief Executive Officer of the Company and Aflac since 1990, and Chairman since 2001.2001, was President of Aflac from July 2017 to May 2018, and was President of Aflac Incorporated from February 2018 through December 2019. He has spent 3840 years in various positions at Aflac.
SKILLS AND RECOGNITION		OTHER BOARD OR LEADERSHIP POSITIONS
Institutional Investormagazine has named Mr. Amos one of America’s Best CEOs in the life insurance category five times. Additionally,Harvard Business Review has named Mr. Amos was named among the World’s Best Performing CEOs by Harvard Business Review in 2015 and 2016.each of the past four years.CR Magazinerecently honored him with a Lifetime Achievement Award for his dedication to corporate responsibility. Mr. Amos’ experience and approach deliver insightful expertise and guidance to the Board of Directors on topics relating to corporate governance, people management, and risk management.		·OTHER BOARD OR LEADERSHIP POSITIONS ●Synovus Financial Corp.(2001-2011) (2001 to 2011) ·●Southern Company(2000-2006) (2000 to 2006)

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Corporate Governance Matters

10 Toshihiko Fukuzawa PRESIDENT AND CEO OF CHUO REAL ESTATE CO., LTD

AFLAC INCORPORATEDINDEPENDENT AGE 2017 PROXY STATEMENT63 DIRECTOR SINCE 2016 COMMITTEES Finance and Investment

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4         Aflac Incorporated

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Corporate Governance Matters

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AGE 53 DIRECTOR SINCE 2015 COMMITTEES Finance and Investment	Thomas J. Kenny Former PartnerFORMER PARTNER AND CO-HEAD OF GLOBAL FIXED INCOME, GOLDMAN SACHS ASSET MANAGEMENT						INDEPENDENT AGE 56 DIRECTOR SINCE 2015 COMMITTEES Finance and Co-Head of Global Fixed Income, Goldman Sachs Asset ManagementInvestment (Chair) Corporate Development Corporate Social Responsibility & Sustainability
	Mr. Kenny has served as a trustee of TIAA-CREF, trusteea financial services organization, since 2011. He also currently serves as the chairChair of the TIAA-CREF Funds Board of Trustees, previously served as Chair of the Investment Committee, and also currently sits on the TIAA-CREF Funds Operations Committee.Audit, Investment and Nominating and Governance Committees. Prior to his role at TIAA-CREF, Mr. Kenny held a variety of leadership positions at Goldman Sachs for twelve years, most recently serving as partner and advisory director. He also served as co-head of the Global Cash and Fixed Income Portfolio team at Goldman Sachs Asset Management, where he was responsible for overseeing the management of more than $600 billion in assets across multiple strategies with teams in London, Tokyo, and New York. Before joining Goldman Sachs, Mr. Kenny spent thirteen years at Franklin Templeton. He is a CFA charter holder.
	SKILLS AND RECOGNITION
Mr. Kenny’s extensive experience in investment management and financial markets provideprovides the Board with valuable insight and expertise.

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Corporate Governance Matters

I AGE 58 DIRECTOR SINCE 2017 COMMITTEES Audit and Risk* *Financial Expert		Karole F. Lloyd Certified Public AccountantCERTIFIED PUBLIC ACCOUNTANT AND RETIRED ERNST & YOUNG LLP AUDIT PARTNER						INDEPENDENT AGE 61 DIRECTOR SINCE 2017 COMMITTEES Audit and retired Ernst & Young LLP audit partnerRisk* (Chair) Executive Finance and Investment *Financial Expert
Ms. Lloyd is a certified public accountant and recently retired as vice chair and regional managing partner for Ernst & Young, LLP.LLP (“EY”), a global accounting firm, in December 2016. She brings to Aflac more than 37 years of work experience and leadership, most recently as part of the board of Ernst & Young,US Executive Board, Americas Operating Executive and the Global Practice Group for EY, and has extensive experience in the audits of large financial services, insurance, and health care companies. Ms. Lloyd served many of EY’s highest profile clients through mergers, IPOs, acquisitions, divestitures, and across numerous industries including banking, insurance, consumer products, transportation, real estate, manufacturing, and retail. She has served as an audit partner for publicly held companies in both the United States and Canada. Ms. Lloyd’s other experience includes leadership and consulting with respect to financial reporting, board governance and legal matters, regulatory compliance, internal audit, and risk management.
SKILLS AND RECOGNITION		OTHER BOARD OR LEADERSHIP POSITIONS
Ms. Lloyd’s extensive accounting and advisory experience across many industries,the financial service industry, combined with her leadership skills and strategic thinking, provide valuable perspective for our Audit and Risk Committee.		OTHER BOARD OR LEADERSHIP POSITIONS ●Churchill Downs Incorporated and Audit Committee (since 2018) ●The University of Alabama President’s Advisory Council (since(since 2003) ●The University of Alabama Board of Visitors for the Commerce and Business School (since(since 2001) ●AtlantaSymphony Orchestra Board of Directors (since(since 2010) ●MetroAtlanta Chamber of Commerce, Board of Trustees and Executive Committee (2009 to 2016)(2009-2016)

Nobuchika Mori REPRESENTATIVE DIRECTOR, JAPAN FINANCIAL AND ECONOMIC RESEARCH CO. LTD.					INDEPENDENT AGE 63 DIRECTOR NOMINEE
Mr. Nobuchika Mori is representative director of the Japan Financial and Economic Research Co. Ltd., a research and consulting firm. In this role, he has been responsible for providing research and consulting services to companies in Japan and abroad since July 2018. He is currently also an adjunct professor and senior research scholar at Columbia University School of International and Public Affairs (since October 2018). From July 2015 until his retirement in July 2018, Mr. Mori served as commissioner of the Financial Services Agency of Japan (the “JFSA”), Japan’s integrated financial regulator. In this role, he led supervision of financial institutions including banks, securities firms and insurance companies, and directed legislative and regulatory planning to ensure financial stability and enhance economic growth in Japan. Before becoming the head of JFSA, he spent more than 30 years in senior positions at JFSA and Japan’s Ministry of Finance (the “MOF”), including JFSA Vice Commissioner for Policy Coordination, Director General for Inspection, and Director General for Supervision (July 2014 to July 2015). He also served in a range of diplomatic posts reflecting his expertise in international financial markets and regulatory standards, including as the Chief Representative in New York for the MOF, Minister of the Embassy of Japan in the United States of America, and as Deputy Treasurer at the Inter-American Development Bank.
SKILLS AND RECOGNITION Over a three-plus decade career immersed in Japan’s finance industry as a financial regulator, policymaker, and standard setter in Japan and internationally, Mr. Mori gained extensive specialized economic, policy, and financial regulatory expertise, knowledge and experience. He brings to the Board indispensable, significant insight with respect to the Company’s Japanese business operations from his considerable financial and economic knowledge, international business experience, and regulatory acumen spanning highly regulated industries in Japan and internationally.	OTHER BOARD OR LEADERSHIP POSITIONS ●Center on Japanese Economy and Business (CJEB) Professional Fellow(since 2018)

6         Aflac Incorporated

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AGE 63 DIRECTOR SINCE 2015 COMMITTEES Audit and Risk* Compensation Corporate Development *Financial Expert		Joseph L. Moskowitz Retired Executive Vice President, Primerica, Inc.RETIRED EXECUTIVE VICE PRESIDENT, PRIMERICA, INC.						INDEPENDENT AGE 66 DIRECTOR SINCE 2015 COMMITTEES Audit and Risk* Compensation Corporate Development *Financial Expert
Mr. Moskowitz retired from Primerica, Inc., an insurance and investments company, where he served as executive vice president from 2009 until 2014, leading the Product Economics and Financial Analysis Group. He joined Primerica in 1988, and served in various capacities, including managing the group responsible for financial budgeting, capital management support, earnings analysis, financial supplement, and analyst and stockholder communications support. He served as chief actuary from 1999 to 2004. Before joining Primerica, Mr. Moskowitz was vice president of Sun Life Insurance Company from 1985 to 1988 and was a senior manager at KPMG from 1979 to 1985.
SKILLS AND RECOGNITION		OTHER BOARD OR LEADERSHIP POSITIONS
With forty years of actuarial experience and leadership roles in the financial services industry, Mr. Moskowitz provides insight into the analysis and evaluation of actuarial and financial models, which form the basis of various aspects of corporate planning, financial reporting, and risk assessment, to the Board.		OTHER BOARD OR LEADERSHIP POSITIONS ●Fellow, Society of Actuaries ●Member, American Academy of Actuaries

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Proposal 1: Election of Directors

AGE 68 DIRECTOR SINCE 1995 COMMITTEES Corporate Governance (Chair) Executive Sustainability		Barbara K. Rimer, DrPH Dean and Alumni Distinguished Professor, Gillings School of Global Public Health, University of North Carolina, Chapel HillDEAN AND ALUMNI DISTINGUISHED PROFESSOR, GILLINGS SCHOOL OF GLOBAL PUBLIC HEALTH, UNIVERSITY OF NORTH CAROLINA, CHAPEL HILL						INDEPENDENT AGE 71 DIRECTOR SINCE 1995 COMMITTEES Corporate Social Responsibility & Sustainability (Chair) Corporate Governance
Dr. Rimer has been dean of the University of North Carolina Gillings School of Global Public Health since 2005, and alumni distinguished professor since 2003. Previously, she was director of the Division of Cancer Control and Population Sciences at the National Cancer Institute. She is a former director of Cancer Control Research and professor of community and family medicine at the Duke University School of Medicine. She was elected to the Institute of Medicine in 2008.
SKILLS AND RECOGNITION At the Gillings School of Public Health, Dr. Rimer works to improve public health, promote individual well-being, and eliminate health inequities across North Carolina and around the world. In 2012, Dr. Rimer was appointed Chairman of the President’s Cancer Panel and was reappointed twice since then. Her insight and leadership with respect to the public health sector are extremely relevant to the Company’s business and operations.		OTHER BOARD OR LEADERSHIP POSITIONS ●Chair, President’s Cancer Panel(2012-2019) ●Elected to Institute of Medicine (2008) ●Awarded the American Cancer Society Medal of Honor (2013) ●University of North Carolina at Chapel Hill General Alumni Association’s Faculty Service Award (2020)

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Corporate Governance Matters

Katherine T. Rohrer VICE PROVOST EMERITUS, PRINCETON UNIVERSITY					INDEPENDENT AGE 66 DIRECTOR SINCE 2017 COMMITTEES Compensation Corporate Governance
Dr. Rohrer is vice provost emeritus, Princeton University, having served as vice provost for Academic Programs from 2001 until 2015. Prior to assuming this role, starting in 1988, Dr. Rohrer held several senior leadership positions at Princeton University, including associate dean of the faculty and assistant dean of the college. Following her retirement, she served as interim associate dean of the graduate school in 2016-17. At theGillings SchoolColumbia University, she was an assistant professor from 1982 to 1988. Dr. Rohrer is also a trustee ofPublicHealth,Dr.Rimer workstoimprove publichealth, promoteindividual well-being, andeliminatehealth inequitiesacrossNorth Carolinaandaround the world. In 2012,Dr.Rimer wasappointedChairman of the President’sCancerPanel andhasbeen reappointed twice since then.Her insight andleadershipwithrespectto the publichealth sectorareextremelyrelevantto the Company’s businessandoperations.			● Chair, President’sCancer Panel(since 2012)

Melvin T. Stith DEAN EMERITUS OF THE MARTIN J. WHITMAN SCHOOL OF MANAGEMENT AT SYRACUSE UNIVERSITY					INDEPENDENT AGE 73 DIRECTOR SINCE 2012 COMMITTEES Corporate Governance (Chair) Corporate Social Responsibility & Sustainability Executive
Dr. Stith is dean emeritus of the Martin J. Whitman School of Management at Syracuse University, having served as dean from 2005 until 2013. Recently, Dr. Stith served as interim president of Norfolk State University from January 2018 to June 2019. Prior to assuming this role, Dr. Stith was the dean emeritus and the Jim Moran Professor of Business Administration at Florida State University for thirteen years. He has been a professor of marketing and business since 1977 following his service as a captain in the U.S. Army Military Intelligence Command.
SKILLS AND RECOGNITIONDr. Stith’s financial acumen and his leadership skills in consensus building,consensus-building, risk management, and executive management add an important dimension to the composition of our Board.		OTHER BOARD OR LEADERSHIP POSITIONS ●Synovus Financial Corp. (since 1998)(1998-2019) ●Flowers Foods, Inc. (since(since 2004) ●Jim Moran Foundation (since(since 2000) ●Dr. Stith also previouslyPreviously served on the boards of Correctional Services Corporation, JM Family Enterprises Youth Automotive Training Center, the Keebler Company, United Telephone of Florida, and Rexall Sundown.
Daniel P. Amos is the father of Paul S. Amos II. No other family relationships exist among any other executive officers or Directors.

8         Aflac Incorporated

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Proposal 1: ElectionDirector Not Eligible for Re-election

Under the Company's Bylaws, Mr. Robert B. Johnson, who has turned 75 prior to our Annual Meeting, is not eligible to be nominated for re-election and, as a result, the Company has not nominated Mr. Johnson for election to the Board at the 2020 Annual Meeting. Mr. Johnson has served on our Board since 2002. We thank Mr. Johnson for his service to the Board.

Board Succession Planning and Refreshment Process

Our Board believes it is appropriate to maintain a diverse balance of Directorslonger tenured members, who bring stability and valuable Company-specific knowledge with a historical perspective, and newer members, who bring fresh viewpoints and new ideas. Our regular self-evaluation process ensures we maintain a cohesive, diverse, and well-constituted board of high integrity that exemplifies the right balance of perspectives, experience, independence, skill sets, and subject matter experts required for prudent oversight. Over the last five years, we have added six new directors as we make it a priority to identify candidates with the skills needed to ensure effective oversight.

Director Nominating Process

The following informationOur Corporate Governance Committee is provided with respect to each Directorresponsible for establishing criteria, screening candidates and nominee:

Also includesevaluating the following shares:

Daniel P. Amos: 2,281 shares owned by his spouse; 446,325 shares owned by partnershipsqualifications of which he ispersons who may be considered for service as a partner; 991,506 shares owned by trusts of which he is trustee; 324,003 shares owned by the SOMA Foundation Inc.; 128,604 shares owned by the Daniel P. Amos Family Foundation, Inc.; 54,648 shares owned by a trust with his spouse as trustee; and 112,444 shares owned by the Paul S. Amos Family Foundation, Inc.

Paul S. Amos II: 95,028 shares owned by his spouse; 58,164 shares owned by his children; 166,736 shares owned by trusts with his spouse as trustee; 837,983 shares owned by trusts of which he or his children are beneficiaries; 15,000 shares owned by a partnership of which he is a partner; 18,471 shares owned by the Paul & Courtney Amos Foundation; 8,000 shares owned by the Dan Amos Dynasty Trust; 128,604 shares owned by the Daniel P. Amos Family Foundation, Inc.; 112,444 shares owned by the Paul S. Amos Family Foundation, Inc.; and 62,795 in the Amos Trust.

Kriss Cloninger III: 33,403 shares owned by his spouse; 58 shares owned by his spouse’s children; 35,615 shares owned by partnerships of which Mr. Cloninger is a partner; and 6,300 shares owned by trusts with Mr. Cloninger as trustee.

Elizabeth J. Hudson: 3,200 shares owned by her children; 45,192 shares owned by trusts with Ms. Hudson as trustee.

Charles B. Knapp: 21,000 shares owned by his spouse.

Toshihiko Fukuzawa: 3,580,388 shares owned by The Mizuho Trust & Banking Co., Ltd. Mr. Fukuzawa shares the power to vote these shares.

Director.