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 4, 2022 (May 2, 2022)
Aflac Incorporated
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(Exact name of registrant as specified in its charter)
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| 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
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(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:
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| ☐ | 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:
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| 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 was held on May 2, 2022. 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, 2022. 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 649,368,008, of which 44,343,846 directly registered shares were entitled to ten votes per share and 38,143,233 shares held in “street” or “nominee” name exercised ten votes per share.
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.
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| VOTES |
| | | For | | Against | | Abstentions | | Broker
Non-Votes | |
| (1) Election of 11 members to the board of directors: | | | | | | | | | |
| Daniel P. Amos | | 921,711,007 | | 21,301,797 | | 4,775,641 | | 83,810,990 | |
| W. Paul Bowers | | 940,846,144 | | 4,698,349 | | 2,243,952 | | 83,810,990 | |
| Arthur R. Collins | | 941,674,634 | | 3,742,363 | | 2,371,448 | | 83,810,990 | |
| Toshihiko Fukuzawa | | 943,797,532 | | 2,300,710 | | 1,690,203 | | 83,810,990 | |
| Thomas J. Kenny | | 942,614,825 | | 3,229,810 | | 1,943,810 | | 83,810,990 | |
| Georgette D. Kiser | | 930,045,884 | | 15,930,393 | | 1,812,168 | | 83,810,990 | |
| Karole F. Lloyd | | 939,886,295 | | 6,069,766 | | 1,832,384 | | 83,810,990 | |
| Nobuchika Mori | | 937,631,557 | | 8,488,010 | | 1,668,878 | | 83,810,990 | |
| Joseph L. Moskowitz | | 938,417,746 | | 7,436,180 | | 1,934,519 | | 83,810,990 | |
| Barbara K. Rimer, DrPH | | 926,533,113 | | 17,769,674 | | 3,485,658 | | 83,810,990 | |
| Katherine T. Rohrer | | 928,951,904 | | 16,868,841 | | 1,967,700 | | 83,810,990 | |
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| (2) Non-binding advisory proposal on executive compensation | | 900,643,787 | | 42,210,665 | | 4,933,993 | | 83,810,990 | |
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| (3) Ratification of appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 2022 | | 999,070,980 | | 31,013,148 | | 1,515,307 | | 0 | |
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.
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| | Aflac Incorporated |
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| May 4, 2022 | | /s/ June Howard |
| | |
| | (June Howard) |
| | Senior Vice President, Financial Services |
| | Chief Accounting Officer |
