Aflac (NYSE: AFL) investors back directors, pay plan; reject chair proposal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Aflac Incorporated reported the voting results from its Annual Meeting of Shareholders held on May 4, 2026. Shareholders elected 11 directors, approved a non-binding advisory vote on executive compensation, and ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026.
A shareholder proposal calling for an independent board chairman did not receive approval. Common stock entitled to vote totaled 515,183,672 shares, with 85,520,827 directly registered shares and 23,397,450 street-name shares each entitled to ten votes per share, resulting in 1,495,448,165 total voting rights. Shares held by J&A Alliance Trust represented 20% of the total voting power.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares entitled to vote: 515,183,672 shares
Directly registered high-vote shares: 85,520,827 shares
Street-name high-vote shares: 23,397,450 shares
+5 more
8 metrics
Shares entitled to vote
515,183,672 shares
Common Stock entitled to vote at the Annual Meeting
Directly registered high-vote shares
85,520,827 shares
Directly registered, entitled to ten votes per share
Street-name high-vote shares
23,397,450 shares
Street or nominee name, entitled to ten votes per share
Total voting rights
1,495,448,165 votes
Total voting rights at the Annual Meeting
Trust voting power
20% of total voting power
Shares owned by J&A Alliance Trust
Votes for say-on-pay
1,082,304,402 votes
For non-binding advisory proposal on executive compensation
Votes for auditor ratification
1,166,216,707 votes
For ratification of KPMG LLP as independent auditor
Votes against independent chair proposal
982,422,907 votes
Against shareholder proposal for an independent board chairman
Key Terms
non-binding advisory proposal, independent registered public accounting firm, broker non-votes, Shareholders Agreement, +2 more
6 terms
non-binding advisory proposal financial
"Approval of a non-binding advisory proposal on compensation of the Company's named executive officers"
independent registered public accounting firm financial
"Ratification of the appointment of KPMG LLP as the independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"The following is a summary of the votes cast, as well as the number of abstention and broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
change in control transaction financial
"all of its shares in connection with a change in control transaction, in each case"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 4, 2026
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Shareholders of Aflac Incorporated (the "Company") was held on May 4, 2026. Matters submitted to the shareholders and voted upon at the meeting, which are more fully described in the Company's Proxy Statement, are as follows:
(1) Election of 11 members to the board of directors;
(2) Approval of a non-binding advisory proposal on compensation of the Company's named executive officers as described in the Proxy Statement;
(3) Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026; and
(4) Shareholder proposal regarding an independent board chairman.
The shareholders approved proposals (1), (2) and (3). The shareholders did not approve proposal (4).
The total number of shares of the Company’s Common Stock entitled to vote at the meeting was 515,183,672, of which 85,520,827 directly registered shares were entitled to ten votes per share and 23,397,450 shares held in “street” or “nominee” name exercised ten votes per share. The total number of voting rights at the meeting was 1,495,448,165.
The shares owned by J&A Alliance Trust (the "Trust") represented, in aggregate, 20% of the total voting power of the Company's Common Stock. The Shareholders Agreement, entered into on February 28, 2019, by the Company, Japan Post Holdings Co., Ltd., J&A Alliance Holdings Corporation, solely in its capacity as trustee of the Trust, and General Incorporated Association J&A Alliance, provides voting restrictions that require the Trust to vote (i) all shares representing voting rights in excess of 20% of the voting rights in the Company and (ii) all of its shares in connection with a change in control transaction, in each case, in a manner proportionally equal to votes of shares not beneficially owned by the Trust. For more information about the forgoing, please see the Company's Proxy Statement.
The following is a summary of the votes cast, as well as the number of abstention and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director.
| VOTES | |||||||||||||||||||||||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||||||||
| (1) Election of 11 members to the board of directors: | |||||||||||||||||||||||||||||||||||
| Daniel P. Amos | 1,097,838,620 | 30,887,525 | 2,983,355 | 73,795,282 | |||||||||||||||||||||||||||||||
| W. Paul Bowers | 1,108,940,802 | 20,660,076 | 2,108,622 | 73,795,282 | |||||||||||||||||||||||||||||||
| Arthur R. Collins | 1,118,675,114 | 10,954,778 | 2,079,608 | 73,795,282 | |||||||||||||||||||||||||||||||
| Miwako Hosoda | 1,124,536,345 | 5,452,281 | 1,720,874 | 73,795,282 | |||||||||||||||||||||||||||||||
| Michael A. Forrester | 1,124,829,994 | 5,065,442 | 1,814,064 | 73,795,282 | |||||||||||||||||||||||||||||||
| Thomas J. Kenny | 1,122,122,075 | 7,815,712 | 1,771,713 | 73,795,282 | |||||||||||||||||||||||||||||||
| Georgette D. Kiser | 1,120,928,036 | 8,836,841 | 1,944,623 | 73,795,282 | |||||||||||||||||||||||||||||||
| Karole F. Lloyd | 1,121,626,778 | 8,244,562 | 1,838,160 | 73,795,282 | |||||||||||||||||||||||||||||||
| Nobuchika Mori | 1,119,445,277 | 10,399,438 | 1,864,785 | 73,795,282 | |||||||||||||||||||||||||||||||
| Joseph L. Moskowitz | 1,106,025,013 | 23,884,831 | 1,799,656 | 73,795,282 | |||||||||||||||||||||||||||||||
| Katherine T. Rohrer | 1,085,917,275 | 41,854,640 | 3,937,585 | 73,795,282 | |||||||||||||||||||||||||||||||
| (2) Non-binding advisory proposal on executive compensation | 1,082,304,402 | 43,858,310 | 5,546,788 | 73,795,282 | |||||||||||||||||||||||||||||||
(3) Ratification of appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 2026 | 1,166,216,707 | 37,699,881 | 1,588,194 | 0 | |||||||||||||||||||||||||||||||
| (4) Shareholder proposal regarding an independent board chairman | 136,304,171 | 982,422,907 | 12,982,422 | 73,795,282 | |||||||||||||||||||||||||||||||
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Aflac Incorporated | ||||||||
| May 7, 2026 | /s/ Robin L. Blackmon | |||||||
| (Robin L. Blackmon) | ||||||||
| Senior Vice President, Financial Services | ||||||||
| Chief Accounting Officer | ||||||||
2
FAQ
What role does J&A Alliance Trust play in Aflac (AFL)’s voting power?
Shares owned by J&A Alliance Trust represented 20% of Aflac’s total voting power. A Shareholders Agreement requires the Trust to vote shares above 20% and all shares in change-in-control transactions proportionally with non-Trust shareholders, aligning its voting above certain thresholds with broader shareholder outcomes.
Was Aflac (AFL)’s auditor ratified for the 2026 fiscal year?
Yes. Shareholders ratified the appointment of KPMG LLP as Aflac’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 1,166,216,707 votes for, 37,699,881 against, and 1,588,194 abstentions, with no broker non-votes recorded on this proposal.