Additional Proxy Soliciting Materials (definitive) (defa14a)
March 23 2017 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant
[X]
|
Filed by a Party other than
the Registrant [ ]
|
|
Check the appropriate
box:
|
|
[ ]
|
|
Preliminary Proxy
Statement
|
[ ]
|
|
Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
|
[ ]
|
|
Definitive Proxy
Statement
|
[X]
|
|
Definitive Additional
Materials
|
[ ]
|
|
Soliciting Material Pursuant to §240.14a-12
|
|
Aflac Incorporated
|
|
|
(Name of Registrant as
Specified In Its Charter)
|
|
|
|
|
|
|
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
|
Payment of Filing Fee (Check
the appropriate box):
|
[X]
|
|
No fee required.
|
[
]
|
|
Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
|
|
|
|
|
1)
|
|
Title of each class of
securities to which transaction applies:
|
|
|
|
|
|
|
|
2)
|
|
Aggregate number of securities to
which transaction applies:
|
|
|
|
|
|
|
|
3)
|
|
Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it
was determined):
|
|
|
|
|
|
|
|
4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
5)
|
|
Total fee paid:
|
|
|
|
|
|
[
]
|
|
Fee paid previously
with preliminary materials.
|
|
|
|
[
]
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
|
|
|
|
|
|
|
|
1)
|
|
Amount Previously
Paid:
|
|
|
|
|
|
|
|
2)
|
|
Form, Schedule or Registration
Statement No.:
|
|
|
|
|
|
|
|
3)
|
|
Filing Party:
|
|
|
|
|
|
|
|
4)
|
|
Date Filed:
|
|
|
|
|
|
EXPLANATORY NOTE
On March 16, 2017, Aflac
Incorporated (the Company) filed a definitive proxy statement (the Proxy
Statement) with the Securities and Exchange Commission. Proposal 5 in the Proxy
Statement, which begins on page 65, requested that the Companys shareholders
approve the Companys Long-Term Incentive Plan, as amended and restated February
14, 2017 (the 2017 LTIP). Among the changes to the 2017 LTIP that are subject to
shareholder approval is an increase in the number of shares of Company common
stock available for issuance under the 2017 LTIP. Proposal 5 correctly states the
number of additional shares being requested (12,500,000) but inadvertently
states that all of those shares can be made subject to awards other than stock
options or stock appreciation rights, whereas only 7,000,000 of the additional
shares may be made subject to such awards. Proposal 5 also contains immaterial
errors regarding the burn rate and overhang figures stated therein. The purpose
of this filing is to correct the foregoing errors.
Accordingly:
- On page 65 of the Proxy
Statement, the second and third paragraphs under the heading Shares Subject to
the LTIP are amended and restated to read in their entirety as follows:
If this proposal is adopted,
there will be 37,500,000 shares of Common Stock available for issuance under the
2017 LTIP, including shares previously issued or reserved for issuance under the
LTIP. The number of shares that may be awarded under the 2017 LTIP in respect of
awards other than options or stock appreciation rights will be increased to
19,000,000, including shares previously issued or reserved for issuance in
respect of such awards under the LTIP, such that 13,204,633 shares would be
available for such awards under the 2017 LTIP. We are therefore asking for
shareholder approval of an additional 12,500,000 shares to be available for
grant under the 2017 LTIP, all of which would be available for options or stock
appreciation rights (including incentive stock options within the meaning of
Section 422 of the IRC), and 7,000,000 of which would be available for grants of
awards other than options or stock appreciation rights.
Our long-term incentive
program aligns the interests of our employees, consultants and Non-Management
Directors with those of our shareholders. In furtherance of this objective, our
Compensation Committee has considered, among other things, the following two
metrics in making equity grants under our plans: historical burn rate and
overhang. Our historical burn rate is equal to the number of shares subject to
equity awards granted during a period, assuming the target payout for
performance-based awards, in proportion to our weighted average number of
outstanding shares during such year. Our burn rate for fiscal year 2016 was
.37%, and our three-year average burn rate for fiscal years 2014 through 2016
was .33%. Our overhang is the number of shares subject to equity awards
outstanding at fiscal year-end plus the number of shares available for future
grants in proportion to our shares outstanding at fiscal year-end. As of the end
of fiscal year 2016, our overhang was 4.01%.
- On Page 67 of the Proxy
Statement, the first paragraph under the heading Shares Authorized is amended
and restated to read in its entirety as follows:
The Company previously
reserved (and shareholders previously approved) 25,000,000 shares of Common
Stock for issuance under the LTIP. If this proposal is adopted, there will be
37,500,000 shares of Common Stock for issuance under the 2017 LTIP including
18,609,992 shares (determined as of February 22, 2017) already granted, or
reserved in respect of awards already granted, under the LTIP. No individual may
be granted awards under the 2017 LTIP in any calendar year covering more than
1,500,000 shares (a limit that remains unchanged from that under the LTIP). In
addition, the number of shares with respect to which awards other than options or stock appreciation rights may be
granted over the life of the 2017 LTIP may not exceed 19,000,000.
- In Appendix A to the Proxy
Statement, Section 3(a) of the 2017 LTIP document as set out therein is amended and
restated to read in its entirety as follows:
Shares Available for
Awards.
The maximum number of
shares of Company Stock reserved for issuance under the Plan shall be 37,500,000
shares (subject to adjustment as provided in Section 3(c) hereof). Such shares
may be authorized but unissued Company Stock or authorized and issued Company
Stock held in the Companys treasury. No more than 19,000,000 shares (subject to
adjustment as provided in Section 3(c) hereof) of Company Stock may be awarded
under the Plan in the aggregate in respect of Awards other than Options or Stock
Appreciation Rights.
AFLAC (NYSE:AFL)
Historical Stock Chart
From Aug 2024 to Sep 2024
AFLAC (NYSE:AFL)
Historical Stock Chart
From Sep 2023 to Sep 2024