ALLSTATE CORP

For the period ended May 14, 2024. Filed Apr 1, 2024.

About 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 14, 2024 · Filed Apr 1, 2024

ALL$254.81-4.5%Stored close · as of Nov 6, 2026

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Contents

Board Evaluation Process

**Allstate’s Board evaluation process includes discussions after every meeting, an annual Board assessment, annual committee assessments and individual director evaluations.

BOARD
1	Evaluation at everyregular meeting Performed by: Independent Directors	●Measures effectiveness of Board oversight ●Ensures meeting objectives were satisfied, all agenda items sufficiently considered and information presented was complete, understandable and organized ●Identifies issues that need additional dialogue
2	Annual evaluation Performed by: Board, Committee Chairs and Lead Director	●Ensures Board and committees are functioning effectively ●Results reviewed by nominating, governance and social responsibility committee and summarized for full Board; recommendations for improvement are reviewed and implemented
3	Biennial review of responsibilitiesand time allocation Performed by: Board and Committees	●Ensures all necessary issues were considered to fulfill Board and committee responsibilities ●Adjustments made to future agendas and timelines
INDIVIDUAL DIRECTORS
1	Annual Evaluation Performed by: Lead Director, nominating, governance and social responsibility committee chair and Board Chair	●Review contributions and performance in light of Allstate’s business and strategies and confirm continued independence ●Feedback provided to each director ●Discuss each director’s future plans for continued Board service
2	Change in circumstances Performed by: Board	●Determine appropriateness of director’s continued membership on the Board after a change in primary employment ●Review potential conflicts and whether change impacts director’s ability to devote the necessary time and effort to Board service

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2023 Annual Evaluation Feedback and Action Items

01 Strategy and Operational Oversight Directors find the three-day strategy session to be highly effective. Directors value the frequent updates on financial results, Transformative Growth, succession planning, cybersecurity and sustainability priorities. Action Items Management will provide additional “deep dives” on key strategic priorities. CEO succession planning and senior leadership development will remain focus areas.	02 Board Structure and Culture Directors appreciate the transparency in the Board room and believe the dialogue appropriately challenges management and leads to effective oversight. Directors are pleased with steps taken to increase diversity at the Board level and believe the current mix of skills and experience are appropriate. Action Items Diversity will continue to be prioritized with a facilitated Board discussion.	03 Information and Resources Directors appreciate the executive sessions at every meeting and value the candid dialogue. Directors value the use of outside speakers on key strategic matters. Action ItemsPresentations and agendas will be balanced to ensure adequate time for unstructured discussion. External speakers will continue to be utilized, including for competitive market, climate and artificial intelligence topics.

Board Re-Nomination Considerations

The Board recognizes the importance of evaluating individual directors and their contributions to the Board in connection with re-nomination decisions. In considering whether to recommend re-nomination of a director for election, the nominating, governance and social responsibility committee conducts a detailed review, considering several factors.

Evaluation of Board Composition

●Essential characteristics ●Shareholder feedback ●Retirements	●Evolving strategy and risk and return profile ●Time commitment ●Board and director evaluations	●Attendance and participation ●Diversity

How the Board Considers Each Factor	For moreinformation
Essential characteristics		Whether the director continues to possess the core competencies and additional capabilities necessary to ensure continued success of the Board	page 39
Evolving strategy and risk and return profile		The extent to which the director’s skills, perspectives and experience (including that gained due to service on the Board) continue to contribute to the effective oversight of Allstate’s business and strategic priorities	pages 48-49
Board and director evaluations		Feedback received during the annual Board evaluation and discussions between each individual director and the Lead Director, nominating, governance and social responsibility committee chair and Board Chair	pages 58-59
Attendance and participation		Attendance at, and participation during, Board and committee meetings	page 43
Diversity		The extent to which the director contributes to the diversity of the Board	page 40
Time commitment		Outside board and other affiliations, including overboarding considerations, time commitment and potential conflicts of interest or independence concerns	page 39
Retirement policy		Whether the director has reached the retirement age specified in Allstate’s director retirement policy	N/A
Shareholder Feedback		Feedback received from shareholders, including support received during the most recent annual shareholder meeting	page 62

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Maintaining an Informed and Agile Board

Director Onboarding	All new directors participate in a robust director orientation and onboarding process to ensure a working knowledge of Allstate’s business, strategies, operating performance and culture and a successful integration into boardroom discussions as soon as possible. To assist with their development, all new directors are invited to attend all committee meetings prior to their appointment to a particular committee.
DirectorCommitment Beyondthe Boardroom	The commitment of our directors extends well beyond preparation for, and participation at, regularly scheduled Board meetings. Engagement beyond the boardroom provides our directors with additional insights into Allstate’s businesses and industry. DIRECTOR EDUCATIONAllstate encourages and facilitates director participation in continuing education programs, and each director is given the opportunity to become a member of the National Association of Corporate Directors. ENGAGEMENT WITH MANAGEMENTDirectors regularly meet with senior leaders and employees below the senior leadership level. These interactions are offered in various forums, including one-on-one meetings with senior leaders at every board meeting and an annual dinner with 50-60 high performing officers. INFORMAL MEETINGSDirectors also participate in informal meetings with other directors and senior leaders to ●share ideas, ●build stronger working relationships, ●gain broader perspectives, and ●strengthen their working knowledge of Allstate’s business, strategy, operating performance and culture.
Advisors and Experts	The Board and its committees engage third-party advisors and experts as needed, including to supplement the Board’s expertise. In 2023, outside firms were engaged to provide independent assessments of Allstate’s compensation practices, financial results, Board composition, shareholder activism risk, pay equity practices and cybersecurity program. For more information, see “Use of Independent Advisors and Experts” on page 43.

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.