2018 Annual Meeting of Stockholders

Proxy Summary

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

PROPOSAL
1

Election of 10 Directors

  • The Board recommends a vote FOR each nominee.
    • Diverse slate of directors with broad leadership experience; four leadership roles bring gender or ethnic diversity.
    • All candidates are highly successful executives with relevant skills and expertise.
    • Average director tenure of 5.5 years with 9 of 10 independent of management.
    • Strong corporate governance practices and stockholder engagement program that receive exceptional corporate governance ratings.

 See pages 10-15 for further information

  Name Principal Professional Experience Years of
Tenure
# of
Other
Public
Company
Boards
Committee Memberships(1)
AC(2) CSC(3) NGC RRC EC
  Kermit R. Crawford President and Chief Operating Officer of Rite Aid Corporation 5 1      
  Michael L. Eskew Former Chairman and CEO of United Parcel Service, Inc. 4 3      
NEW Margaret M. Keane(4) President and CEO of Synchrony Financial <1 1          
  Siddharth N. Mehta Former President and CEO of TransUnion 4 2    
  Jacques P. Perold Former President of Fidelity Management & Research Company 2 1      
  Andrea Redmond Former Managing Director of Russell Reynolds Associates Inc. 8 0    
NEW Gregg M. Sherrill(4) Executive Chair and former Chair and CEO of Tenneco Inc. <1 2          
  Judith A. Sprieser
Lead Independent Director
Former CEO of Transora, Inc. and senior executive at Sara Lee Corporation 19 2    
  Perry M. Traquina Former Chairman, CEO and Managing Partner of Wellington Management Company, LLP 1 2      
  Thomas J. Wilson Chair, President, and CEO of The Allstate Corporation 12 0        
  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. Committee assignments for 2018 will be made after the annual election of directors.
  2. Mary Alice Taylor serves as the chair of the audit committee and will continue to serve until the annual meeting. Mr. Crawford is expected to fill this role after the annual meeting.
  3. John W. Rowe serves as the chair of the compensation and succession committee and will continue to serve until the annual meeting. Mr. Eskew is expected to fill this role after the annual meeting.
  4. Consistent with Allstate’s onboarding practices, committee assignments for Ms. Keane and Mr. Sherrill will be established during their first year of service. It is expected that Ms. Keane will be assigned to the Compensation and Succession Committee, and Mr. Sherrill will be assigned to the Audit and Nominating and Governance Committees after the annual meeting.

Board Nominee Highlights

Relevant Skills and Experience Tenure Diversity

Broad governance experience by serving on other public company boards

Significant 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 background

 

Nine of our nominees have other public company board experience

 

Nine of our nominees have served as a CEO or President

 

Seven highly qualified nominees have joined the Board in the last five years

 

Three of our nominees bring gender diversity, and two of our nominees bring ethnic diversity to the Allstate boardroom

Governance Highlights

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

Stockholder Rights  
  • Annual election of directors with a majority vote standard in uncontested elections
 
  • Proxy access rights
 
  • No stockholder rights plan (“poison pill”) and no supermajority voting provisions
 
  • Confidential voting
 
  • Right to call a special meeting and request action by written consent for stockholders with 10% or more of outstanding shares
Independent Oversight     
  • Strong independent lead director and committee chair roles with clearly articulated responsibilities
 
  • Independent Board committees
 
  • Eleven out of twelve current directors are independent
 
  • Executive sessions at every in-person Board and committee meeting without management present
 
  • Independent reviews by the Board, audit, and risk and return committees of Allstate’s strategy, business, and the related key risks and mitigation activities.

     See page 20 for information about current developments related to risk oversight in 2017.

Good Governance  
  • Extensive Board dialogue with formal processes for stockholder engagement and frequent cross-committee communications
 
  • Annual letter to stockholders from the independent directors on Board accomplishments
 
  • Stockholder engagement with holders of approximately 1/3 of outstanding shares each year
NEW
  • Enhanced Board and committee self-evaluation process, including at the end of each in-person meeting and annual reviews for the entire Board and each individual director

    See page 17 for more information, including a new annual evaluation to ensure Board effectiveness

NEW
  • Comprehensive Sustainability Report with information on public policy, climate change, information security, environmental, social, and governance performance and  management and inclusive diversity
 
  • Robust global code of business conduct and ethics training for all directors  
 
  • Effective director education program
 
  • Strong equity ownership requirements for executives
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 2017 was 181.4% of target, from 55.1% of target in the prior year, reflecting significant improvement in operating results.
    • Compensation compares favorably to Total Shareholder Return.

 See pages 30-67 for further information

Executive Compensation Highlights

We compensated our named executives using the following elements for total target direct compensation in 2017:

  Element Description Further Information
(pages)
Targeted
at 50th
percentile
of peers
Salary A competitive level of cash is provided to attract and retain executive talent 35, 40
Annual
Cash
Incentive

A funding pool for 2017 of 181.4% of target was based on performance against four performance measures: Performance Net Income, Total Premiums, Net Investment Income, and Total Return

  • Amounts awarded were based on pool funding, established target amounts, and individual performance
35, 40-41
Long-term
Equity
Incentive

The mix of equity incentives granted in 2017 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)
35, 41-43

Our executive compensation programs have delivered pay supported by performance. The following charts show CEO total compensation in comparison to Total Shareholder Return and Adjusted Net Income per Diluted Common Share over the last three years.

  1. As reported in the “Total” column of the Summary Compensation Table.
  2. The Adjusted Net 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.
PROPOSAL
3

Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2018

  • The Board recommends a vote FOR ratification of Deloitte & Touche LLP for 2018.
    • 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.

 See pages 69-71 for further information

PROPOSAL
4

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.
    • Allstate’s independent lead director is selected through a robust process, and her performance is evaluated annually.
    • 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 72-74 for further information

PROPOSAL
5

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 www.allstatesustainability.com).
    • 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 75-76 for further information