AFLAC INC
For the period ended May 4, 2026. Filed Mar 19, 2026.
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May 4, 2026 · Filed Mar 19, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| 2026 PROXY STATEMENT | 1 |
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NOTICE OF 2026 ANNUAL MEETING OFSHAREHOLDERS
You are cordially invited to attend the Annual Meeting of Shareholders (“Annual Meeting”) of Aflac Incorporated. This year’s Annual Meeting will be held virtually.
You will be able to attend the Annual Meeting, vote, and submit your questions during the webcast. The Annual Meeting will be held for the following purposes, all of which are described in the accompanying Proxy Statement:
| PROPOSAL 1 | FOR | |
| To elect as Directors of the Company the eleven nominees named in the accompanying Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified | Each of the eleven director nominees | |
| PROPOSAL 2 | FOR | |
| To consider a non-binding advisory proposal on the Company’s executive compensation (“Say-on-Pay”) | See page 36 | |
| PROPOSAL 3 | FOR | |
| To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 | See page 74 | |
| PROPOSAL 4 | AGAINST | |
| To vote on the shareholder proposal described in the accompanying Proxy Statement, if properly presented at the meeting and not previously withdrawn. | See page 80 |
In addition, any other business properly presented may be acted upon at the meeting and at any adjournments or postponements of the meeting.
The accompanying proxy is solicited by the Company’s Board of Directors on behalf of the Company. The Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, are enclosed.(1) The record date for determining which shareholders are entitled to vote at the Annual Meeting is February 24, 2026. Only shareholders of record at the close of business on that date, or their duly appointed proxies, will be entitled to vote at the Annual Meeting and any adjournment thereof. For more information on how to attend the virtual Annual Meeting, please see Appendix C of the Proxy Statement.
Your vote is important! Even if you expect to attend the virtual Annual Meeting, please vote in advance. If you attend the Annual Meeting online, you may revoke your proxy by submitting a vote during the Annual Meeting.
We are making the Proxy Statement and the form of proxy first available on or about March 19, 2026.
By order of the Board of Directors,
J. Matthew Loudermilk
Corporate Secretary
Columbus, Georgia
(1)Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 4, 2026: This Proxy Statement and the Annual Report are available at proxyvote.com.
Logistics
DATE AND TIMEMay 4, 202610:00 a.m. Eastern Time
VIRTUAL (ONLINE ONLY)www.virtualshareholdermeeting.com/ AFL2026 using your 16-digit control number included on your proxy card or notice
RECORD DATEFebruary 24, 2026
How to VoteIt is important that you vote your shares. We offer several easy and cost-effective voting methods for your convenience.
INTERNETVisit www.proxyvote.com. You will need the 16-digit control number that appears on your proxy card or notice.
TELEPHONEIf your shares are held in the name of a broker, bank, or other nominee, follow the telephone voting instructions, if any, provided on your proxy card. If your shares are registered in your name, call 1-800-690-6903 and follow the telephone voting instructions. You will need the 16-digit control number that appears on your proxy card.
MAILIf you received a full package by mail, complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.
TABLET OR SMARTPHONEScan the QR code that appears on your proxy card or notice using your mobile device.
| 2 | AFLAC INCORPORATED |
LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Dear Fellow Shareholders:
| I am very proud that 2025 was yet another year in our seven-plus decade history that our management, employees and sales distribution teams pressed on as dedicated champions of our business to accomplish our goal: providing the best value in supplemental insurance products in the United States and Japan. Reflecting on 2025, the Company proudly celebrated three notable milestones: the 70th year since our founding, the 30th anniversary of the Aflac Cancer and Blood Disorders Center of Children’s Healthcare of Atlanta, and the 25th anniversary of the Aflac Duck. Each of these noteworthy achievements demonstrates the relevance and fortitude of the financial protection Aflac products help provide. But it’s not the number of years that make a difference – it’s the privilege of benefiting the lives of millions of people by delivering financial protection and peace of mind during some of the most difficult times of their lives.It is important that we look back to learn, but looking ahead is what will yield our future. As the pioneer and leading insurer of supplemental cancer policies in the U.S. and Japan – and given that cancer impacts such a significant segment of the population in both countries – we understand that people look to Aflac to set the tone and build out an ecosystem of support in the U.S. and Japan. This purpose guided our 2025 efforts to prompt awareness and actionable prevention on numerous fronts. In the U.S., we strengthened our alliance with the American Cancer Society to help provide our policyholders with awareness of the support they have as they go through their treatment journey. In 2025, we also created Check for Cancer, Aflac U.S.’s powerful movement that uses a blue checkered pattern to remind Americans to “check” on what’s important through cancer screening appointments. This is | especially vital given the recent increase in younger people diagnosed with this disease, underscored by the fact that early detection is still our best line of defense against cancer at any age. In Japan, we offer Miraito, our latest cancer policy launched in March 2025. With that product, we offer Yori-sou Cancer Consultation Support, a special value-added service through which customers can access unlimited consultations with a dedicated support team, including qualified nurses, who help them make informed treatment decisions. Growth: While delivering value to our policyholders, the Company generated $3.6 billion in net earnings, or $6.82 per diluted share, in 2025. As a result, net earnings per diluted share declined 29.2%. Adjusted earnings per diluted share* were $7.49, the best year in history, and adjusted earnings per diluted share excluding the impact of foreign currency* were $7.46, which was a 3.5% increase year over year. While our financial results were strong, we are ever-cognizant of considering ways to evolve and improve our business. In Japan, in addition to our successful March 2025 launch of Miraito that followed the restructuring of sales/marketing in Japan into multi-functional, agile teams around product lines, we repriced Tsumitasu, our innovative first sector product in September, as part of our effort to attract new and younger customers to our third sector policyholders while addressing their need for asset accumulation products. Then, in late December, we launched the new medical product Anshin Palette as we try to build momentum into 2026. Strategic Capital Deployment: 2025 marked the 43rd consecutive year of dividend increases. We treasure our track record of dividend growth and remain | committed to extending it, supported by the strength of our capital and cash flows. Last quarter, the Board put us on a path to continue this record when it increased the first quarter 2026 dividend 5.2% to $0.61. Additionally, we have remained tactical in our approach to repurchasing shares, deploying $3.5 billion in capital to repurchase 33 million of our shares in 2025. Combined with dividends, this means we delivered $4.8 billion back to shareholders in 2025. At the same time, we have maintained our position among companies with the highest return on capital and lowest cost of capital in the industry. We are privileged to be stewards of the trust and resources you, our owners, place in Aflac Incorporated. We thank you for your support. It is my pleasure to invite you to virtually attend the 2026 Annual Meeting of Shareholders on Monday, May 4, 2026, where you can learn more about Aflac Incorporated’s recent business performance and strategy for the future.I encourage you to review the proxy materials and Annual Report on Form 10-K. Then, please vote your shares, even if you plan to attend the virtual Annual Meeting. We want to be sure your shares and your viewpoints are represented. Sincerely,Daniel P. AmosChairman and Chief Executive Officer |
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- Adjusted earnings per diluted share and adjusted earnings per diluted share 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 the definition of these non-GAAP measures and reconciliation to the most comparable GAAP financial measure.
| 2026 PROXY STATEMENT | 3 |
LETTER FROM THE LEAD NON-MANAGEMENT DIRECTOR
Dear Fellow Shareholders:
| It is a privilege to serve you, our shareholders, as Lead Non-Management Director, in conjunction with a distinguished and dedicated team of Directors. This team has incrementally built a valuable and diversified framework of reference from which we can draw. As Directors, we take seriously our responsibility to represent the interests of you, our shareholders. This letter highlights some of the key topics of oversight in 2025. Risk Oversight: Our Board provided oversight of the more traditional risks for the industry and the Company, including those related to investments, products and capital. The Board's Audit and Risk Committee monitored cybersecurity risks, including through quarterly updates from senior officers. The Company and our Management team's preparedness activities allowed for a timely response to a June 2025 cybersecurity incident impacting a limited number of Company systems, with removal of the threat actors within hours. In addition, artificial intelligence (“AI”) was a very frequent topic in our discussions in 2025 and remains so today. The Board has continued to oversee the Company’s efforts on risk oversight through its quarterly updates. Corporate Finance and Investments: The Aflac Global Investments team has built a high-quality, all-weather portfolio that we believe supports our promise to our policyholders no matter the economic environment. In 2025, our investment portfolio continued to benefit from our disciplined strategic asset allocation, which is refreshed every three years. Additionally, in 2025 the Capital Markets team enhanced the Company’s liquidity and capital flexibility with the largest combined issuance in its history ($2 billion), with our first off-balance sheet, pre-capitalized trust securities, commonly referred to as P-Caps. | Strategic Initiatives: Looking ahead, we believe in the underlying strengths of the Company’s business and potential for continued growth in Japan and the U.S. – two of the largest life insurance markets in the world. Management has worked hard to position the Company for opportunities and success as we work toward achieving long-term growth while also ensuring we deliver on our promise to policyholders. The Board continually works closely with management to help ensure the Company has updated processes in place that position us to pursue potential future opportunities, should the Company have an appetite, as we seek new ways to meet the needs of consumers. Commitment to working The Aflac Way: The journey matters too. Most recently, Ethisphere recognized Aflac Incorporated as one of the World’s Most Ethical Companies for the 20th consecutive year, meaning we remain the only insurance company in the world to receive this honor every year since it was first introduced in 2007. As a Director and a shareholder, I am proud to be connected with a company that not only consistently benefits its shareholders, but in doing so, receives positive recognition for the way in which it operates.Shareholder Engagement: As Lead Non-Management Director, I will continue to engage with our investors, seek insight into their perspectives, and explore the viewpoints and positions of those who invest in our business. The Board looks forward to continuing its ongoing dialogue with investors and applying that feedback to help inform our decision making on strategic matters as they emerge. A shareholder proposal has | been submitted this year, and the Company engaged with the proponent prior to the publication of the proxy statement.We thank you for your support and the privilege of representing you as shareholders of Aflac Incorporated.With these vital topics in mind, I encourage you to review the accompanying Proxy Statement and Annual Report on Form 10-K as well as Aflac Incorporated’s most recent Business and Sustainability Report, and to vote before our virtual Annual Meeting on May 4, 2026. It is my pleasure, and my privilege, to serve on Aflac Incorporated’s Board. I can assure you, your Board is committed to serving you and ensuring your Company upholds our promises to our customers. Sincerely,W. Paul BowersLead Non-Management Director |
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| 4 | AFLAC INCORPORATED |
TABLE OF CONTENTS
| 1 | NOTICE OF 2026 ANNUALMEETING OF SHAREHOLDERS |
| 2 | LETTER FROM THE CHAIRMAN ANDCHIEF EXECUTIVE OFFICER |
| 3 | LETTER FROM THE LEADNON-MANAGEMENT DIRECTOR |
| 5 | 2025 BUSINESS HIGHLIGHTS |
| 6 | VOTING ROADMAP |
| 7 | Director Nominees Summary |
| 9 | Executive Compensation Highlights |
| 9 | 2025 Executive Compensation |
| 9 | Recent Say-On-Pay Votes |
| 10 | CORPORATE GOVERNANCE MATTERS |
| 10 | PROPOSAL 1 |
| Election of Directors | |
| 11 | Board Composition |
| 11 | Director Nominees |
| 16 | Director Independence |
| 16 | Board Succession Planning and Refreshment Process |
| 17 | Board of Directors Nominees Skills, Experience, and Independence |
| 18 | Director Nominating Process |
| 19 | Board Self-Evaluation |
| 20 | Our Board and Committees |
| 20 | Board Leadership Structure |
| 21 | Committee Structure |
| 26 | Meeting Attendance |
| 26 | Director Onboarding and Continuing Education |
| 27 | Board Responsibilities |
| 27 | Oversight of Risk |
| 28 | Oversight of Strategy |
| 28 | Oversight of Human Capital Management |
| 29 | Oversight of Corporate Social Responsibility and Sustainability |
| 30 | Chief Executive Officer and Executive Management Succession Planning |
| 30 | Shareholder Engagement |
| 31 | Governance Documents |
| 32 | Director Compensation |
| 32 | Cash Compensation |
| 32 | Equity Compensation |
| 33 | Vesting |
| 33 | 2025 Director Compensation |
| 34 | CD&A AT-A-GLANCE |
| 36 | EXECUTIVE COMPENSATION |
| 36 | PROPOSAL 2 |
| Named Executive Officer Compensation (“Say-on-Pay”) | |
| 36 | Compensation Discussion and Analysis |
| 37 | Executive Summary |
| 41 | Compensation Design and Philosophy |
| 44 | Performance-Based Compensation: How Performance Goals Are Set |
| 44 | Importance of Measuring Management’s Performance Excluding the Impact of Currency |
| 45 | MIP Target-Setting |
| 46 | Equity Granting Policies |
| 47 | 2025 Executive Compensation |
| 56 | Additional Executive Compensation Plan Practice and Procedures |
| 58 | Compensation Committee Report |
| 59 | Executive Compensation Tables |
| 59 | 2025 Summary Compensation Table |
| 60 | 2025 All Other Compensation |
| 60 | 2025 Perquisites |
| 61 | 2025 Grants of Plan-Based Awards |
| 62 | 2025 Outstanding Equity Awards at Fiscal Year-End |
| 63 | 2025 Option Exercises and Stock Vested |
| 63 | Pension Benefits |
| 65 | Nonqualified Deferred Compensation |
| 66 | Potential Payments Upon Termination or Change in Control |
| 68 | 2025 Potential Payments Upon Termination or Change in Control |
| 70 | CEO Pay Ratio |
| 71 | Pay Versus Performance |
| 73 | Equity Compensation Plan Information |
| 74 | AUDIT MATTERS |
| 74 | PROPOSAL 3 |
| Ratification of Auditors | |
| 74 | Audit Fees and Other Fees |
| 74 | Pre-Approval Policies and Procedures |
| 75 | Audit and Risk Committee Report |
| 76 | Related Person Transactions |
| 78 | STOCK OWNERSHIP |
| 78 | Beneficial Ownership of the Company’s Securities |
| 78 | Security Ownership of Directors |
| 79 | Security Ownership of Management |
| 79 | Delinquent Section 16(a) Reports |
| 80 | SHAREHOLDER PROPOSAL |
| Proposal 4 - Independent Board Chairman | |
| 81 | SOLICITATION AND REVOCATION OF PROXY |
| 84 | OTHER MATTERS |
| 86 | APPENDIX A - DEFINITION OF NON-U.S.GAAP MEASURES AND RECONCILIATIONS TO CORRESPONDING U.S. GAAP MEASURES |
| 92 | APPENDIX B - DEFINITION OF OPERATIONAL MEASURES |
| 93 | APPENDIX C - ATTENDING THE VIRTUALANNUAL MEETING |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.