Allstate (NYSE: ALL) investors approve board, pay plan and 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

The Allstate Corporation reported final voting results from its annual stockholders meeting held on May 22, 2026. Shareholders elected eleven directors to one-year terms expiring at the 2027 annual meeting, with each nominee receiving strong majority support based on votes cast.

Shareholders also approved, on an advisory basis, the compensation of the named executives, with 184,195,465 votes in favor versus 14,436,510 against and 1,054,684 abstentions. They ratified the appointment of Deloitte & Touche LLP as independent registered public accountant for 2026, with 208,191,112 votes for, 18,259,574 against, and 448,859 abstentions.

A shareholder proposal requesting a report on the use of ESG and DEI metrics in executive compensation did not pass, receiving 2,536,478 votes for, 194,938,947 against, 2,211,234 abstentions, and 27,212,886 broker non-votes.

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

Highest director 'For' votes: 198,345,111 votes Say-on-pay support: 184,195,465 votes Say-on-pay opposition: 14,436,510 votes +4 more

7 metrics

Highest director 'For' votes 198,345,111 votes Votes for director nominee Margaret M. Keane at 2026 annual meeting

Say-on-pay support 184,195,465 votes Votes in favor of advisory executive compensation proposal

Say-on-pay opposition 14,436,510 votes Votes against advisory executive compensation proposal

Auditor ratification 'For' 208,191,112 votes Votes for ratifying Deloitte & Touche LLP as 2026 auditor

ESG/DEI proposal 'For' 2,536,478 votes Votes supporting shareholder proposal on ESG and DEI metrics report

ESG/DEI proposal 'Against' 194,938,947 votes Votes opposing shareholder proposal on ESG and DEI metrics report

Broker non-votes 27,212,886 shares Broker non-votes on proposals allowing such votes

Key Terms

Broker Non-Votes, Say-on-Pay, independent registered public accountant, ESG, +1 more

5 terms

Broker Non-Votes financial

"Nominee | For | Against | Abstain | 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.

Say-on-Pay financial

"Proposal 2 – Say-on-Pay: Advisory Vote on the Compensation"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accountant financial

"independent registered public accountant for 2026 received the vote"

ESG financial

"requesting a report on the use of ESG and DEI metrics"

ESG stands for Environmental, Social, and Governance, which are key factors investors consider when evaluating how sustainable and responsible a company is. It involves assessing how a company manages its impact on the environment, treats its employees and communities, and operates transparently and ethically. Investors use ESG criteria to identify businesses that align with their values and have the potential for long-term success.

DEI metrics financial

"use of ESG and DEI metrics in executive compensation"

Understanding 8-K Material Events →

05/27/2026 - 04:52 PM

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 22, 2026

THE ALLSTATE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-11840

36-3871531

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3100 Sanders Road, Northbrook, Illinois 60062

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (847) 402-2800

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)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ALL	New York Stock Exchange NYSE Texas
5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053	ALL.PR.B	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series H	ALL PR H	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series I	ALL PR I	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 7.375% Noncumulative Preferred Stock, Series J	ALL PR J	New York Stock Exchange

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. ☐

Section 5 - Corporate Governance and Management

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Registrant’s annual stockholders meeting was held on May 22, 2026 (the "Annual Meeting"). Below are the final vote results of the Annual Meeting.

Proposal 1 - Election of Directors. Eleven directors were elected by a majority of the votes cast for one year terms expiring at the 2027 annual stockholders meeting. The voting results were as follows:


Nominee	For	Against	Abstain	Broker Non-Votes
Donald E. Brown	197,007,825	2,230,273	448,561	27,212,886
Kermit R. Crawford	189,953,847	9,288,025	444,787	27,212,886
Richard T. Hume	198,286,984	954,525	445,150	27,212,886
Margaret M. Keane	198,345,111	919,101	422,447	27,212,886
Siddharth N. Mehta	188,399,053	10,843,910	443,696	27,212,886
Maria R. Morris	196,746,545	2,518,091	422,023	27,212,886
Jacques P. Perold	196,700,240	2,545,914	440,505	27,212,886
Andrea Redmond	182,146,603	17,111,845	428,211	27,212,886
Perry M. Traquina	195,700,177	3,532,362	454,120	27,212,886
Monica J. Turner	197,135,113	2,135,023	416,523	27,212,886
Thomas J. Wilson	185,824,810	13,443,098	418,751	27,212,886

Proposal 2 – Say-on-Pay: Advisory Vote on the Compensation of the Named Executives. The proposal on the advisory resolution to approve the compensation of the named executives received the vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
184,195,465	14,436,510	1,054,684	27,212,886

Proposal 3 – Ratification of the Appointment of Independent Registered Public Accountant. The proposal on ratification of the appointment of Deloitte & Touche LLP as Registrant's independent registered public accountant for 2026 received the vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. The voting results were as follows:


For	Against	Abstain
208,191,112	18,259,574	448,859

Proposal 4 – Shareholder Proposal. The shareholder proposal requesting a report on the use of ESG and DEI metrics in executive compensation did not receive the vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. The voting results were as follows


For	Against	Abstain	Broker Non-Votes
2,536,478	194,938,947	2,211,234	27,212,886

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.


	THE ALLSTATE CORPORATION (Registrant)

	By:	/s/ Julie Cho
	Name:	Julie Cho
	Title:	Vice President, Deputy General Counsel and Corporate Secretary

Date: May 27, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Allstate (ALL) shareholders decide about director elections at the 2026 annual meeting?

Shareholders elected eleven directors to one-year terms ending at the 2027 annual meeting. Each nominee, including Thomas J. Wilson and Monica J. Turner, received a majority of votes cast, with additional broker non-votes not counted against their election.

How did Allstate (ALL) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory say-on-pay proposal for named executive compensation. The vote was 184,195,465 shares for, 14,436,510 against, and 1,054,684 abstaining, with 27,212,886 broker non-votes recorded but not counted as votes against the proposal.

Was Deloitte & Touche LLP ratified as Allstate (ALL) auditor for 2026?

Yes. Shareholders ratified Deloitte & Touche LLP as Allstate’s independent registered public accountant for 2026. The proposal received 208,191,112 votes for, 18,259,574 against, and 448,859 abstentions, reflecting broad support for continuing the existing audit relationship.

What happened to the Allstate (ALL) shareholder proposal on ESG and DEI metrics?

The shareholder proposal seeking a report on using ESG and DEI metrics in executive compensation did not pass. It received 2,536,478 votes for, 194,938,947 against, 2,211,234 abstentions, and 27,212,886 broker non-votes, so it failed to gain majority support.

How many broker non-votes were recorded at Allstate’s 2026 annual meeting?

Broker non-votes totaled 27,212,886 shares on proposals subject to such votes. These shares were counted for quorum but not as votes for or against items like director elections, say-on-pay, or the shareholder ESG and DEI proposal.

Which key governance items did Allstate (ALL) shareholders approve in May 2026?

Shareholders approved three core governance items: election of eleven directors to one-year terms, an advisory say-on-pay vote supporting named executive compensation, and ratification of Deloitte & Touche LLP as the independent registered public accountant for the 2026 fiscal year.

Filing Exhibits & Attachments

4 documents