Notice of 2019 Annual Meeting and Proxy Statement

When

Tuesday, May 21, 2019, at
11:00 a.m. Central time. 
Registration begins at 10:00 a.m.

Where

Allstate, West Plaza Auditorium
3100 Sanders Road
Northbrook, Illinois 60062

Welcome to the Allstate Notice of 2019 Annual Meeting and Proxy Statement. Use this website to explore the report using the navigation bar at the top of the page. Review the report page by page using the arrows at the top. This site also features a download center, and page printer.

Proxy Summary

This summary highlights selected information about the items to be voted on at the annual meeting. It 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.

Proposal 1
Election of 10 Directors
The Board recommends a vote FOR each nominee.
  • Diverse slate of directors with broad leadership experience; three out of four committee chairs and the independent lead director bring gender or ethnic diversity.
  • All candidates are highly successful executives with relevant skills and expertise.
  • Average tenure of 6.5 years, with 9 of 10 directors independent of management.
  • Industry-leading stockholder engagement program and strong corporate governance practices that receive high corporate governance ratings.

The Director Nominees at a Glance

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Kermit R. Crawford

Former President and Chief Operating Officer of Rite Aid Corporation

Audit Committee Chair

Managed the strategy, performance and operational change of a highly competitive, consumer-focused service business

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Michael L. Eskew

Former Chairman and CEO of United Parcel Service, Inc.

Compensation and Succession Committee Chair

Guided the successful transformation of a global company through the use of digital technologies to more effectively deliver a customer-focused service

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Margaret M. Keane

President and CEO of Synchrony Financial

Directs the operations and strategy of a financial services business, expanding its focus on e-commerce and mobile capabilities

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Siddharth N. Mehta

Former President and CEO of TransUnion

Risk and Return Committee Chair

Extensive operational and strategic leadership experience in the financial services industry, and expanded global reach through the use of technology and advanced analytics

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Jacques P. Perold

Former President of Fidelity Management & Research Company

Led the strategy and operations of one of the world’s largest asset management firms in addition to overseeing the firm’s investments for its family of mutual funds

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Andrea Redmond

Former Managing Director of Russell Reynolds Associates Inc.

Nominating and Governance Committee Chair

Expertise in public company succession planning, human capital management, and executive compensation across a wide range of industries, including financial services

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Gregg M. Sherrill

Non-Executive Chair and former Chair and CEO of Tenneco Inc.

Broad operational and strategic leadership experience in the automotive industry, with valuable insights into anticipated transformation of the personal transportation system

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Judith A. Sprieser

Former CEO of Transora Inc. and senior executive at Sara Lee Corporation

Lead Independent Director

Wide-ranging operational and leadership experience at technology services and consumer goods companies and significant experience serving on public company boards

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Perry M. Traquina

Former Chairman, CEO, and Managing Partner of Wellington Management Company LLP

Strong financial services and investment management expertise as leader of one of the world’s largest global investment management firms

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Thomas J. Wilson

Chair, President, and CEO of The Allstate Corporation

Industry thought leader with a thorough understanding of Allstate’s business through holding key leadership roles over a 24-year career at Allstate

INDEPENDENT DIRECTOR TENURE
 
BOARD DIVERSITY
 
RELEVANT SKILLS AND EXPERIENCE

5.7 years
average independent director tenure

 

50%
diverse

 

90%
Board governance experience

 

90%
Corporate leadership experience

   
 
 
Proposal 2
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 aligned with short- and long-term business goals and strategy.
  • Compensation programs are working effectively. Annual incentive compensation funding for our named executives in 2018 was 173.4% of target, reflecting outperformance on all three quantitative measures: Total Premiums, Performance Net Income, and Net Investment Income.

Executive Compensation Highlights

We compensated our named executive officers (“NEOs”) using the following elements for total target direct compensation in 2018:

        Target
Compensation Mix
       
    Element Description CEO Other NEOs         
Targeted
at 50th
percentile
of peers
  Salary A competitive level of cash is provided to attract and retain executive talent          
  Annual Cash Incentive A funding pool for 2018 of 173.4% of target was based on performance against three performance measures: Total Premiums, Performance Net Income, and Net Investment Income
  • Amounts awarded were based on pool funding, established target amounts, and individual performance
        
  Long-term
Equity
Incentive
The mix of equity incentives granted in 2018 was 60% performance stock awards (“PSAs”) and 40% stock options
  • Awards granted were based on target amounts and individual performance
  • Actual PSAs vesting will be determined by Average Performance Net Income Return on Equity (“ROE”) (70%) and Earned Book Value (30%) results (both measured over a three-year period)
     
  • Allstate achieved all five 2018 Operating Priorities, and financial results improved, with adjusted net income* rising to $2.85 billion in 2018 from $2.47 billion in the prior year.
  • Total 2018 compensation for the CEO increased from 2017 by $744,889 to $17,814,076, excluding the change in pension value, as shown in the Summary Compensation Table. Total compensation is aligned with shareholder value with the majority paid in performance share awards and options.
    • Measures used in this proxy statement that are not based on generally accepted accounting principles (“non-GAAP”) are denoted with an asterisk (*). These measures are defined and reconciled to the most directly comparable GAAP measures in Appendix A.
  • Based on company and individual performance, the named executives received the following annual incentive payments during the last three years:
Named Executive 2016 Annual
Incentive
($)
2017 Annual
Incentive
($)
2018 Annual
Incentive
($)
Mr. Wilson 1,982,880 6,759,264 6,719,194
Mr. Rizzo(1) 1,510,788
Mr. Dugenske(1) 1,377,908 1,616,607
Mr. Shapiro(1) 2,050,000
Mr. Shebik 600,000 2,600,000 2,945,289
  1. For Messrs. Rizzo and Shapiro, only the last fiscal year is shown as this is their first year as named executives. For Mr. Dugenske, only the last two fiscal years are shown as this is his second year as a named executive. Mr. Dugenske’s 2017 award was prorated based on his March 2017 start date.

 

Proposal 3
Approval of the 2019 Equity Incentive Plan
The Board recommends a vote FOR the approval of the 2019 Equity Incentive Plan.
  • Key terms of the 2019 Equity Incentive Plan (the “Plan”) are aligned with stockholder interests, including a minimum one-year vesting requirement and prohibitions on option repricing and discounted awards.
  • Allstate cannot make equity awards to employees beyond the remaining allotment under the 2013 Equity Incentive Plan. The new Plan authorizes 13,400,000 additional shares for equity grants.
  • The independent compensation and succession committee oversees the Plan, which is reviewed and benchmarked annually against Allstate’s peers with the assistance of an independent compensation consultant.
Proposal 4
Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2019
The Board recommends a vote FOR ratification of Deloitte & Touche LLP for 2019.
  • Independent firm with few ancillary services and reasonable fees.
  • Significant industry and financial reporting expertise.
  • The audit committee annually evaluates Deloitte & Touche LLP and determined that its retention continues to be in the best interests of Allstate and its stockholders.
Proposal 5
Stockholder Proposal on Reporting Political Contributions
The Board recommends a vote AGAINST this proposal.
  • Allstate already provides significant disclosure of political activities, including information that is not requested by the proponent.
  • Allstate’s Board expanded its oversight of the Company’s public policy involvement in 2018 in response to stockholder input, including instituting a leading practice of having the chief risk officer independently assess this activity for the Board.
  • The proposal relates to expenditures that are not significant to Allstate’s size and is contrary to the interests of Allstate’s stockholders.

How To Vote In Advance

Your vote is important. Please vote as soon as possible by one of the methods shown below. Make sure to have your proxy card, voting instruction form, or notice of Internet availability in hand and follow the instructions.

By Telephone:

In the U.S. or Canada, you can vote your shares toll-free by calling 1-800-690-6903.

By Internet:

You can vote your shares online at proxyvote.com.

By Mail:

You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

By Tablet or Smartphone:

You can vote your shares with your tablet or smartphone by scanning the QR code.