Aflac's 2016 Proxy

13 / 72

Multiple Shareholders Sharing the Same Address
The Company is sending only one Annual Report and
one Proxy Statement or notice of availability of these
materials to shareholders who consented and who
share a single address. This is known as
“householding.” However, if a registered shareholder
residing at such an address wishes to receive a
separate Annual Report or Proxy Statement, he or she
may contact Shareholder Services by phone at (800)
227-4756, by e-mail at , or by
mail at the following address: Shareholder Services,
1932 Wynnton Road, Columbus, Georgia 31999.
Registered shareholders who receive multiple copies of
the Company’s Annual Report or Proxy Statement or
notice of availability of these materials may request
householding by contacting Shareholder Services using
the preceding options. Shareholders who own the
Company’s shares through a bank, broker, or other
holder of record may request householding by
contacting the holder of record.
Description of Voting Rights
In accordance with the Company’s Articles of
Incorporation, shares of the Company’s Common
Stock, par value $.10 per share (the “Common Stock”),
are entitled to one vote per share until they have been
held by the same beneficial owner for a continuous
period of greater than 48 months prior to the record
date of the meeting, at which time they become entitled
to 10 votes per share. Where a share is transferred to a
transferee by gift, devise, or bequest, or otherwise
through the laws of inheritance, descent, or distribution
from the estate of the transferor, or by distribution to a
beneficiary of shares held in trust for such beneficiary,
the transferee is deemed to be the same beneficial
owner as the transferor for purposes of determining the
number of votes per share. Shares acquired as a direct
result of a stock split, stock dividend, or other
distribution with respect to existing shares (“dividend
shares”) are deemed to have been acquired and held
continuously from the date on which the shares with
regard to which the issued dividend shares were
acquired. Shares of Common Stock acquired pursuant
to the exercise of a stock option are deemed to have
been acquired on the date the option was granted.
Shares of Common Stock held in “street” or “nominee”
name are presumed to have been held for less than 48
months and are entitled to one vote per share unless
this presumption is rebutted by providing evidence to
the contrary to the Board of Directors of the Company.
Shareholders desiring to rebut this presumption should
complete and execute the affidavit appearing on the
reverse side of their proxy. The Board of Directors
reserves the right to require evidence to support the
affidavit.
Quorum and Vote Requirements
Holders of record of Common Stock at the close of business on February 24, 2016, will be entitled to vote at the Annual
Meeting. At that date, the number of outstanding shares of Common Stock entitled to vote was 419,040,439. According
to the Company’s records, this represents the following voting rights:
387,571,328 Shares @ 1 Vote Per Share =
31,469,111 Shares @ 10 Votes Per Share =
419,040,439 Shares Total
387,5 71,328 Votes
314,691,110 Votes
702,262,438 Votes
Shareholders shown above with one vote per share can
rebut the presumption that they are entitled to only one
vote as outlined in “Description of Voting Rights” above.
If all of the outstanding shares were entitled to 10 votes
per share, the total votes available would be
4,190,404,390. However, for the purposes of this Proxy
Statement, it is assumed that the total votes available to
be cast at the Annual Meeting will be 702,262,438.
The holders of a majority of the voting rights entitled to
vote at the Annual Meeting, present in person or
represented by proxy, shall constitute a quorum for the
transaction of such business that comes before the
meeting. Abstentions are counted as “shares present”
at the Annual Meeting for purposes of determining
whether a quorum exists. A broker non-vote occurs
when a nominee holding shares for a beneficial owner
does not vote on a particular proposal because the
nominee does not have discretionary voting power with
respect to that item and has not received voting
instructions from the beneficial owner. Broker non-votes
are also counted as “shares present” at the Annual
Meeting for purposes of determining whether a quorum
exists.
6