OTHER COMPENSATION PROPOSALS

Proposal
3

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.
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, every six years, stockholders must vote on whether executive compensation votes (say-on-pay) should occur every year, every two years, or every three years.

The Board of Directors recommends that future advisory votes on executive compensation occur every year, as is the current practice. This provides the basis for proactive dialogue between the Board and stockholders annually on the company’s pay practices. When Allstate last presented this issue for vote in 2011, approximately 64% of the votes cast supported an annual frequency.

Stockholders will be able to specify one of four choices for this proposal: one year, two years, three years, or abstain. Stockholders are not voting to approve or disapprove the Board’s recommendation. While this advisory vote is nonbinding on the Board of Directors, the Board intends to adopt the frequency supported by the largest number of votes cast.

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