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Notice of 2023 Annual Meeting and Proxy Statement

Notice of 2023 Annual Meeting and Proxy Statement

Vote Now Notice of 2023 Annual Meeting, Proxy Statement and 2022 Annual Report Other Annual Meeting Materials Proxy Statement

Meeting Information

Tuesday, May 23, 2023 at 11:00 AM, Central Time
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Items of Business

Item Voting Recommendation Rationale Page
Proposal 1: Election of 12 Directors The Board recommends a vote FOR each director nominee
  • All candidates are highly successful executives with relevant skills and expertise.
  • Average independent director tenure of 7.6 years, with 11 of 12 director candidates independent of management.
  • Diverse slate of directors with broad leadership experience; 58% of the nominees bring gender or ethnic diversity, including three of the four committee chairs.
  • Industry-leading shareholder engagement program and highly-rated corporate governance practices.
Proposal 2: Say-on-Pay: Advisory Vote on the Compensation of the Named Executives The Board recommends a vote FOR this proposal
  • Independent oversight by compensation and human capital committee with the assistance of an independent consultant.
  • Executive compensation targeted at 50th percentile of peers and aligned with short- and long-term business goals and strategy.
  • Compensation programs are working effectively. Annual incentive compensation funding for our named executives in 2022 was 57.5% of target, as formulaic result was reduced by 50% due to negative Net Income. Annual performance was above maximum performance on Total Premiums and Net Investment Income, below threshold performance on Performance Net Income, and above target performance on the Strategic Initiatives Scorecard.
Proposal 3: Say-on-frequency: Advisory vote on the frequency of future advisory votes on the compensation of the named executives The Board recommends that you vote to conduct future advisory votes on executive compensation EVERY YEAR
  • Allstate’s shareholders have expressed interest in annual say-on-pay proposals
  • The Board values the opportunity to receive annual feedback to respond to changing market conditions
  • It is market practice to hold a say-on-pay vote on an annual basis
  • The next say-on-frequency vote will be held at the 2029 annual meeting
Proposal 4: Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2023 The Board recommends a vote FOR ratification of Deloitte & Touche LLP for 2023
  • Independent firm with few ancillary services and reasonable fees.
  • Significant industry and financial reporting expertise.
  • The audit committee annually evaluates Deloitte & Touche LLP and determined that its retention continues to be in the best interests of Allstate and its shareholders.

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