Allstate 2017 Annual Meeting of Stockholders


This summary highlights selected information about the items to be voted on at the annual meeting. This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting.

Meeting Agenda and Voting Recommendations


Election of 10 Directors

The Board recommends a vote FOR each of the director nominees.

  • Diverse slate of directors with broad leadership experience; four of five leadership roles bring gender or ethnic diversity.
  • All candidates are highly successful executives with relevant skills and expertise.
  • Average director tenure of 7 years with 9 of 10 independent of management.
  • Proactive stockholder engagement.
  • Exceptional corporate governance ratings.

See pages 11-16 for further information

Board Committee Composition

Name   Principal Professional Experience(1)   Years of
  # of Other
  Committee Memberships(2)
Kermit R. Crawford   President, Pharmacy, Health and Wellness for Walgreen Co.   4   1                
Michael L. Eskew   Chairman and CEO of United Parcel Service, Inc.   3   3                
Siddharth N. Mehta   President and CEO of TransUnion   3   2              
Jacques P. Perold   President of Fidelity Management & Research Company   1   1                
Andrea Redmond   Managing Director of Russell Reynolds Associates Inc.   7   0              
John W. Rowe   Chairman and CEO of Exelon Corporation   5   3              
Judith A. Sprieser
Lead Independent
  CEO of Transora, Inc. and senior executive at Sara Lee Corporation   18   2              
Mary Alice Taylor   Senior executive at Citicorp and FedEx Corporation   19   0              
Perry M. Traquina(3)   Chairman, CEO and Managing Partner of Wellington Management Company, LLP   <1   2                  
Thomas J. Wilson   Chair and CEO of The Allstate Corporation   11   1                  
AC = Audit Committee RRC = Risk and Return Committee
CSC = Compensation and Succession Committee EC = Executive Committee
NGC = Nominating and Governance Committee = Chair of Committee
(1) Except for Mr. Wilson, the professional experiences listed are the nominees’ former principal occupations.
(2) Committee assignments for 2017 will be made after the annual election of directors.
(3) Consistent with Allstate’s onboarding practices, committee assignments for Mr. Traquina will be established
during his first year of service.


Relevant Skills and Experience Tenure Diversity
Broad governance
experience by serving
on other public
company boards
corporate leadership
experience in
relevant industries
Mix of seasoned directors
who have been with
Allstate through different
external operating
environments and
fresh perspectives
Diversity of skill set, experience,
thought, gender, ethnicity and


Allstate has a history of strong corporate governance guided by three primary principles - dialogue, transparency and responsiveness. The Board has adjusted our governance approach over time to align with evolving best practices, drive sustained stockholder value and best serve the interests of stockholders.

Stockholder Rights  
  • Annual election of all directors
  • Majority vote standard in uncontested director elections
  • Proxy access rights
  • No stockholder rights plan (“poison pill”)
  • No supermajority voting provisions
  • Confidential voting
  • Right to call a special meeting for stockholders with 10% or more of outstanding shares
  • Right to request action by written consent for stockholders with 10% or more of outstanding shares
  • Stockholder engagement with holders of approximately 1/3 of outstanding shares each year
Independent Oversight  
  • Strong independent lead director role with clearly articulated responsibilities
    See pages 20-21 for changes made during 2016
  • Independent Board committees
  • All directors are independent except the Chair
  • Executive sessions at every in-person Board and committee meeting without management present
  • Extensive Board dialogue with formal processes for stockholder engagement and frequent cross-committee and Board communications
  • Annual report to stockholders from the independent directors on Board accomplishments
  • Ongoing Board and committee self-evaluation process, including at the end of each in-person meeting
    See page 18 for information about our evaluation processes
  • Strong annual individual director evaluation process
    See page 18 for further information about the individual director evaluations
  • Comprehensive annual report on corporate involvement with public policy
  • Robust global code of business conduct and ethics training for all directors
  • Effective director education program
  • Strong equity ownership and retention requirements for executives

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 succession committee with the assistance of an independent consultant.
  • Executive compensation targeted at 50th percentile of peers and is structured to be aligned with total return to shareholders and our strategy.
  • Compensation programs are working effectively. Annual incentive compensation funding for our named executives in 2016 was 55.1% of target, from 80.8% of target in the prior year, primarily due to the impact of auto insurance profit improvement actions on the total premium measure.
  • Total shareholder return compares favorably to compensation.

See pages 32-66 for further information


We compensated our named executives using the following elements for total target direct compensation in 2016:

  Element   Description   Further Information
  Salary   Provides a base level of competitive cash to attract and retain executive talent   37, 42
  Annual Cash Incentive  

A funding pool for 2016 of 55.1% of target was based on four performance measures

  • Amounts awarded to each executive were based on pool funding, established target amounts, and individual performance
  37, 42-43
  Long-term Equity Incentive  

The mix of equity incentives granted in 2016 was 60% performance stock awards (PSAs) and 40% stock options

  • Actual PSAs awarded are determined by Average Adjusted Operating Income Return on Equity (ROE) (70%) and Earned Book Value (30%) (both measured over a three-year period)
  37, 43-45

Our executive compensation programs have delivered pay which is supported by performance as illustrated by the following chart showing CEO total compensation in comparison to Operating Income per Diluted Common Share and Total Shareholder Return over the last three years.

(1) As reported in the “Total” column of the Summary Compensation Table.
(2) The Operating Income per Diluted Common Share measure is not based on accounting principles generally accepted in the United States of America (“non-GAAP”) and is defined and reconciled to the most directly comparable GAAP measure (net income applicable to common shareholders per diluted common share) in Appendix A.

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Named Executives

The Board recommends that you vote to conduct future advisory votes on executive compensation EVERY YEAR.

  • Our stockholders have expressed interest in annual say-on-pay proposals.
  • The Board values the opportunity to receive annual feedback to respond to changing market conditions.

See page 67 for further information


Approval of The Allstate Corporation 2017 Equity Compensation Plan for Non-Employee Directors

The Board recommends a vote FOR the approval of the Plan.

  • Director pay is reviewed and benchmarked against our peers annually.
  • The Plan includes a number of provisions that reflect best practice, including an annual limit on equity awards to directors.
  • The director pay program is aligned with stockholder interests as a meaningful portion of director compensation is in the form of equity.
  • Allstate cannot make equity awards to non-employee directors beyond the remaining allotment under the 2006 plan. The new Plan authorizes 400,000 shares for equity grants to Allstate’s independent directors.

See pages 68-72 for further information


Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2017

The Board recommends a vote FOR ratification of Deloitte & Touche LLP for 2017.

  • Independent firm with few ancillary services and reasonable fees.
  • Significant industry and financial reporting expertise.
  • The audit committee has solicited requests for information from other auditing firms in the last four years and determined that the retention of Deloitte & Touche LLP continues to be in the best interests of Allstate and its stockholders.

See pages 73-75 for further information


Stockholder Proposal on Independent Board Chairman

The Board recommends a vote AGAINST this proposal.

  • Allstate’s independent lead director provides meaningful independent leadership of the Board.
  • The Board should continue to have flexibility to determine whether to split or combine the Chair and CEO roles and not be required to utilize one approach.
  • The Board has split the roles of Chair and CEO in the past.
  • The lead director is just one of many structural safeguards that provide effective independent oversight of Allstate.

See pages 76-78 for further information


Stockholder Proposal on Lead Director Qualifications

The Board recommends a vote AGAINST this proposal.

  • This proposal seeks to establish a new independence standard that is inconsistent with public stock exchange listing standards.
  • The nominating and governance committee specifically evaluated the impact of Ms. Sprieser’s tenure and concluded it had no impact on her independence.
  • Allstate’s independent lead director is selected through a robust process, and her performance is evaluated annually.
  • The Board believes it is important to maintain a mix of director tenures.

See pages 79-80 for further information


Stockholder Proposal on Reporting Political Contributions

The Board recommends a vote AGAINST this proposal.

  • Allstate already provides stockholders with comprehensive disclosures on Allstate’s involvement in the public policy arena (found at
  • Allstate’s Board has strong governance and oversight practices over the company’s public policy involvement.
  • Allstate surpasses all disclosure requirements pertaining to political contributions under federal, state, and local laws.

See pages 81-82 for further information