AFLAC INC
For the period ended May 5, 2025. Filed Mar 20, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 5, 2025 · Filed Mar 20, 2025
AFL$124.06-1.7%Stored close · as of Nov 6, 2026
Contents
Board Self-Evaluation
| CORPORATE GOVERNANCE MATTERS | 2025 PROXY STATEMENT | 19 |
|---|
| Consideration of Director Candidates from ShareholdersThe Corporate Governance Committee will consider Director candidates recommended by shareholders. As with any potential nominee, the Corporate Governance Committee will evaluate shareholder-nominated candidates in light of the needs of the Board and the qualifications of the particular individuals. In addition, the Corporate Governance Committee may consider the number of shares held by the recommending shareholder and the length of time such shares have been held.To recommend a candidate for the Board, a shareholder must submit the recommendation in writing, including: (i) the name of the shareholder and evidence of the person’s ownership of common stock of the Company (“Common Stock”), including the number of shares owned and the length of time of ownership; (ii) the name of the candidate, the candidate’s principal occupation or employment or qualifications to be a Director; (iii) the candidate’s consent to be named as a Director if nominated by the Board, and (iv) other requirements specified in our Bylaws.The shareholder recommendation and information described above generally must be received by the Corporate Secretary not less than 90 nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. However, if the annual meeting is called for a date that is not within 25 days before or after such anniversary date, notice by the shareholder, to be timely, must be received no later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was mailed or public disclosure of that date was made, whichever occurs first. In the case of a special meeting of shareholders called for the purpose of electing directors, the recommendation and accompanying information must be received by the Corporate Secretary not later than the close of business on the 10th day following the day on which notice of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.Shareholder recommendations and accompanying information should be sent to the Corporate Secretary at Aflac Incorporated as described at the end of this Proxy Statement under the heading “Other Proposals or Director Nominations to be Brought Before our 2026 Annual Meeting.”Our proxy access bylaw permits a shareholder (or group of up to twenty shareholders) owning shares of our outstanding Common Stock representing at least 3% of the votes entitled to be cast on the election of Directors to nominate and include in our proxy materials Director candidates constituting up to 20% of the Board. The nominating shareholder or group of shareholders must have owned their shares continuously for at least three years, and the nominating shareholder(s) and nominee(s) must satisfy other requirements specified in our Bylaws. | Board Self-EvaluationThe effectiveness of our Board is of the utmost importance. The Board recognizes that we live in a dynamic world that requires regular self-evaluation to ensure that we have the best skill set and experience to serve the Company and that the Board is fulfilling its responsibilities.1 ANNUAL ASSESSMENT OVERSIGHTThe Corporate Governance Committee is charged with overseeing an annual process of self-evaluation for the Board as a whole and for its individual members. | |
|---|---|---|
| 2 COMMITTEE SELF-EVALUATIONSThe charters of each Board committee also require annual evaluations of the performance of the committee, which are typically overseen by each committee’s chair. | ||
| 3 ONE-ON-ONE DISCUSSIONSThe annual process, which includes completion of written questionnaires for the Board and for each committee on which the Director serves, involves an interview of each Director. | ||
| 4 EXECUTIVE SESSIONSThe Chairman discusses the results of the surveys and interviews with the full Board in executive sessions. In addition, the Lead Non-Management Director leads executive sessions with the Board, without the Chairman, to discuss the self-evaluation results. | ||
| 5 FEEDBACK INCORPORATEDBased on the self-evaluation results, any follow-ups including changes in practices or procedures are considered and implemented, as appropriate. | ||
| TOPICS DISCUSSED | ||
| •Board structure and composition•Effectiveness of oversight and other responsibilities•Access to management, information, and other resources | •Meetings and materials•Quality of director participation•Fulfillment of charter responsibilities•Refreshment and succession | |
| In addition to the formal self-evaluation process, the Non-employee Directors regularly meet in executive session, during which the Board’s performance and oversight responsibilities are frequently discussed. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.