Aflac Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: AFL · Form: DEF 14A · Filed: Mar 21, 2024 · CIK: 4977

Sentiment: neutral

Topics: Aflac, DEF 14A, Proxy Statement, Executive Compensation, Corporate Governance

TL;DR

<b>Aflac Inc. has filed its Definitive Proxy Statement (DEF 14A) for the period ending May 6, 2024.</b>

AI Summary

AFLAC INC (AFL) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. Aflac Inc. filed a Definitive Proxy Statement (DEF 14A) on March 21, 2024. The filing covers the period ending May 6, 2024. The company's fiscal year ends on December 31. Aflac Inc. is classified under SIC code 6321 (Accident & Health Insurance). The filing includes data related to pension and stock award values for 2021, 2022, and 2023.

Why It Matters

For investors and stakeholders tracking AFLAC INC, this filing contains several important signals. This DEF 14A filing is a standard disclosure for publicly traded companies, providing shareholders with information necessary for voting at the annual meeting, including executive compensation and other corporate governance matters. The detailed breakdown of pension and stock award values for multiple years (2021-2023) offers insights into executive compensation trends and the company's long-term incentive structures.

Risk Assessment

Risk Level: low — AFLAC INC shows low risk based on this filing. The filing is a routine DEF 14A, containing standard disclosures and no immediate red flags, indicating a low level of risk associated with this specific document.

Analyst Insight

Review the executive compensation details and shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value.

Key Numbers

Key Players & Entities

FAQ

When did AFLAC INC file this DEF 14A?

AFLAC INC filed this Proxy Statement (DEF 14A) with the SEC on March 21, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by AFLAC INC (AFL).

Where can I read the original DEF 14A filing from AFLAC INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by AFLAC INC.

What are the key takeaways from AFLAC INC's DEF 14A?

AFLAC INC filed this DEF 14A on March 21, 2024. Key takeaways: Aflac Inc. filed a Definitive Proxy Statement (DEF 14A) on March 21, 2024.. The filing covers the period ending May 6, 2024.. The company's fiscal year ends on December 31..

Is AFLAC INC a risky investment based on this filing?

Based on this DEF 14A, AFLAC INC presents a relatively low-risk profile. The filing is a routine DEF 14A, containing standard disclosures and no immediate red flags, indicating a low level of risk associated with this specific document.

What should investors do after reading AFLAC INC's DEF 14A?

Review the executive compensation details and shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

Key Dates

Glossary

DEF 14A
Definitive Proxy Statement filed with the SEC. (Provides detailed information for shareholders regarding annual meetings, executive compensation, and voting matters.)

Filing Stats: 4,603 words · 18 min read · ~15 pages · Grade level 12.2 · Accepted 2024-03-21 09:47:00

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 12 2023 Executive Compensation 12 Recent Say-On-Pay Votes 13 CORPORATE GOVERNANCE MATTERS 13 Election of Directors 14 Board Composition 14 Director Nominees 19 Director Not Eligible for Re-election 19 Director Independence 19 202 4 Independent Director Nominee Tenure Mix 19 Board Succession Planning and Refreshment Process 20 Board of Director s Nominees Skills, Experience, and Diversity 21 Director Nominating Process 22 Board Self-Evaluation 23 Our Board and Committees 23 Board Leadership Structure 24 Committee Structure 28 Meeting Attendance 28 Board Responsibilities 28 Oversight of Risk 29 Oversight of Strategy 30 Commitment to Corporate Social Responsibility and Sustainability 32 Chief Executive Officer and Executive Management Succession Planning 32 Shareholder E ngagement 33 Governance Documents 34 Director Compensation 34 Cash Compensation 34 Equity Compensation 35 Vesting 35 Retirement Plans 35 2023 Director Compensation 36 CD&A At-A-Glance 38

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 38 Named Executive Officer Compensation ("Say-on-Pay") 38 Compensation Discussion and Analysis 39 Executive Summary 44 Compensation Design and Philosophy 47 Performance-Based Compensation: How Performance Goals Are Set 47 Importance of Measuring Management's Performance Excluding the Impact of Currency 48 MIP Target-Setting 49 Equity Granting Policies 50 2023 Executive Compensation 58 Additional Executive Compensation Plan Practice and Procedures 60 Compensation Committee Report 61

Executive Compensation Tables

Executive Compensation Tables 61 2023 Summary Compensation Table 62 2023 All Other Compensation 62 2023 Perquisites 63 2023 Grants of Plan-Based Awards 64 2023 Outstanding Equity Awards at Fiscal Year-End 65 2023 Option Exercises and Stock Vested 65 Pension Benefits 67 Nonqualified Deferred Compensation 68 Potential Payments Upon Termination or Change in Control 71 2023 Potential Payments Upon Termination or Change in Control 73 CEO Pay Ratio 74 Pay Versus Performance 76 Equity Compensation Plan Information 77 AUDIT MATTERS 77 Ratification of Auditors 77 Audit Fees and Other Fees 77 Pre-Approval Policies and Procedures 78 Audit and Risk Committee Report 79 Related Person Transactions 81 STOCK OWNERSHIP 81 Beneficial Ownership of the Company's Securities 81

Security Ownership of Directors

Security Ownership of Directors 82

Security Ownership of Management

Security Ownership of Management 82 Delinquent Section 16(a) Reports 83 SOLICITATION AND REVOCATION OF PROXY 86 OTHER MATTERS 88 APPENDIX A - DEFINITION OF NON-U.S. GAAP MEASURES AND RECONCILIATIONS TO CORRESPONDING U.S. GAAP MEASURES 92 APPENDIX B - ATTENDING THE VIRTUAL ANNUAL MEETING 2024 PROXY STATEMENT 7 2023 BUSINESS HIGHLIGHTS In 2023, the Company delivered strong operating results. NET EARNINGS EARNINGS PER DILUTED SHARE (EPS) RETURN ON EQUITY (ROE) $4.7B 5.5% p $7.78 12.3% p 22.1% ADJUSTED EARNINGS EX-FX* ADJUSTED EPS EX-FX* ADJUSTED RETURN ON EQUITY (AROE) EX-FX* $3.8B 6.4% p $6.43 13.4% p 14.2% NEW ANNUALIZED PREMIUM SALES (1) - AFLAC JAPAN (IN YEN) NEW ANNUALIZED PREMIUM SALES (1) - AFLAC U.S. 10.9% p 5.0% p CASH DIVIDEND REPURCHASED SHARES 3-YEAR TOTAL SHAREHOLDER RETURN ("TSR") 5.0% p $2.8B +99.6% * Adjusted earnings and adjusted earnings per diluted share, excluding foreign currency impact, and AROE, excluding foreign currency impact, are not calculated in accordance with generally accepted accounting principles in the United States (GAAP). See Appendix A to this Proxy Statement for definitions of these non-GAAP measures and reconciliations to the most comparable GAAP financial measures. (1) As discussed in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 2023 Annual Report on Form 10-K. Prior-year amounts have been adjusted for the adoption of accounting guidance on January 1, 2023 related to accounting for long-duration insurance contracts. For more complete information regarding the Company's 2023 performance, please review the Company's Annual Report on Form 10-K for the year ended December 31, 2023. 8 AFLAC INCORPORATED 2023 BUSINESS HIGHLIGHTS Corporate Social Responsibility and Sustainability Highlights At Aflac Incorporated, we believe that all things being equal, most people prefer doing business with a company

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