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Notice of 2024 Annual Meeting and Proxy Statement

Notice of 2024 Annual Meeting and Proxy Statement

Vote Now Notice of 2024 Annual Meeting, Proxy Statement and 2023 Annual Report Other Annual Meeting Materials Proxy Statement

Meeting Information

May 14, 2024, at 11:00 a.m. Central time.
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Items of Business

Item Voting Recommendation Rationale Page
Proposal 1: Election of 13 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 7.9 years, with 12 of 13 director candidates independent of management
  • Diverse slate of directors with broad leadership experience; 61% 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 of the Board
  • Independent compensation consultant utilized to evaluate and benchmark compensation program
  • 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 2023 was reduced by 50% from the formulaic result of 100% of target due to negative Net Income.
Proposal 3: Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2024 The Board recommends a vote FOR this proposal
  • 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
Proposal 4: Shareholder Proposal to have an Independent Board Chairman The Board recommends a vote AGAINST this proposal
  • It is in the best interests of Allstate’s stockholders for the Board to have the ability to determine the best person to serve as Board Chair.
  • Allstate’s independent Lead Director provides additional leadership of the Board.
  • There are other structural safeguards to provide effective independent oversight of Allstate.

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