- Current report filing (8-K)
May 19 2009 - 4:38PM
Edgar (US Regulatory)
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 19,
2009
THE ALLSTATE CORPORATION
(Exact name of Registrant as Specified in
Charter)
Delaware
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1-11840
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36-3871531
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(State or other
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(Commission
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(IRS Employer
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jurisdiction of
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File Number)
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Identification No.)
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organization)
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2775 Sanders Road
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Northbrook, Illinois
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60062
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(Address of Principal Executive Offices)
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Zip
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Registrants telephone number, including area
code:
(847) 402-5000
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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Section 5
Corporate Governance and Management
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
At
the annual meeting of stockholders on May 19, 2009, the Registrants
stockholders approved (1) the material terms of the Annual Executive
Incentive Plan (the Annual Plan) and (2) the 2009 Equity Incentive Plan
(the Equity Plan).
The
Annual Plan was approved by the Registrants Board of Directors, subject to
approval of the material terms by stockholders, on February 24, 2009. The
Annual Plan replaces the Registrants current Annual Covered Employee Incentive
Compensation Plan and Annual Executive Incentive Compensation Plan and permits
certain incentive compensation awards that may be granted under the plan to
qualify as performance based compensation as defined under regulations
interpreting Section 162(m) of the Internal Revenue Code of 1986, as
amended.
The
Equity Plan was approved by the Registrants Board of Directors, subject to
approval of its stockholders, on March 10, 2009. The Equity Plan increases
the number of shares of the Registrants common stock authorized for issuance
under the plan by 21,380,000 shares and permits certain awards that may be
granted under the plan to qualify as performance based compensation as
defined under regulations interpreting Section 162(m) of the Internal
Revenue Code of 1986, as amended.
Information
regarding the terms of the Annual Plan and the Equity Plan can be found in the
Registrants definitive proxy statement (the Proxy Statement) for the 2009
annual meeting of stockholders filed with the Securities and Exchange
Commission on April 1, 2009 under the captions Items to be Voted On
Item 3 Approval of the Material Terms of the Annual Executive Incentive Plan
and Items to be Voted On Item 4 Approval of 2009 Equity Incentive Plan and
is incorporated by reference herein.
The
form of stock option award agreement under the Equity Plan, attached as Exhibit 10.3,
was approved by the Compensation and Succession Committee of the Registrants
Board of Directors, subject to stockholder approval of the Equity Plan, on April 14,
2009.
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure.
On May 19, 2009, the registrant issued a press
release announcing (1) a quarterly dividend and (2) that it completed its
review of the U.S. Treasurys Capital Purchase Program and, given its strong
capital and liquidity positions, its decision to not participate. A copy of the
press release is furnished as Exhibit 99 to this report.
2
Section 9 Financial Statements and Exhibits
Item
9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit No.
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Description
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10.1
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The
Allstate Corporation Annual Executive Incentive Plan, incorporated herein by
reference to Appendix B of The Allstate Corporations Proxy Statement filed
April 1, 2009. (File No. 1-11840).
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10.2
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The
Allstate Corporation 2009 Equity Incentive Plan, incorporated herein by
reference to Appendix C of The Allstate Corporations Proxy Statement filed
April 1, 2009. (File No. 1-11840).
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10.3
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Form of
Option Award Agreement for awards granted on or after May 19, 2009 under
The Allstate Corporation 2009 Equity Incentive Plan.
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99
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Registrants
press release issued May 19, 2009.
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3
SIGNATURE
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.
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THE ALLSTATE CORPORATION
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By:
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/s/ Jennifer M. Hager
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Name:
Jennifer M. Hager
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Title:
Assistant Secretary
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Date:
May 19, 2009
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4
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