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The following table shows the voting requirements for each proposal we expect at the Annual Meeting.
If a nominee who is already serving as a Director is not re-elected at the Annual Meeting in an uncontested
election, Georgia law provides that Director would continue to serve on our Board as a “holdover director.”
However, our Director Resignation Policy provides that holdover directors must tender a resignation to our
Chairman of the Board. The Corporate Governance Committee will consider such resignation and recommend
to the Board whether to accept or reject it. In considering whether to accept or reject the tendered resignation,
the Corporate Governance Committee will consider all factors its members deem relevant, including the stated
reasons why shareholders voted against such Director, the qualifications of the Director, and whether the
resignation would be in the best interests of the Company and its shareholders. The Board will formally act on the
Corporate Governance Committee’s recommendation no later than ninety days following the date of the Annual
Meeting at which the election occurred. The Company will, within four business days after such decision is made,
publicly disclose that decision in a Form 8-K filed with the SEC, together with a full explanation of the process by
which the decision was made and, if applicable, the reasons for rejecting the tendered resignation. If a nominee
who was not already serving as a Director is not elected at the Annual Meeting, that nominee would not become a
Director or a holdover director.
In a contested election at an annual meeting of shareholders (meaning the number of nominees exceeds the
number of Directors to be elected), the standard for election of Directors would be a plurality of the shares
represented in person or by proxy at any such meeting and entitled to vote on the election of Directors.
Effect of Not Casting a Vote
If you hold your shares in street name, it is critical that you provide voting instructions to the record owner.
Otherwise, your shares will not count in any proposal other than Proposal 4—Ratification of the Independent
Registered Public Accounting Firm. Your bank or broker is not permitted to vote without your instructions in the
election of Directors, on the advisory vote on executive compensation, on the advisory vote on the frequency
of future say-on-pay votes, or on the two proposals to approve our compensation plans. Broker non-votes on
these matters will have no effect on the outcome of the proposals. Your bank or broker may vote any uninstructed
shares on the ratification of the appointment of the Company’s independent registered public accounting firm
(Proposal 4).
If you are a shareholder of record and you do not return your proxy card, no votes will be cast on your behalf on
any item of business at the Annual Meeting. If you return the proxy card but do not give voting instructions, your
proxy will be voted FOR the election of all Director nominees named in this Proxy Statement, FOR approval of
Proposals 2 and 4 through 6, for “every year” frequency for say-on-pay votes (Proposal 3), and according to the
discretion of the proxy holders on any other matters that may properly come before the Annual Meeting or any
postponement or adjournment thereof.
Proposal
Vote required to pass
Effect of abstentions and broker non-votes
Uncontested election
of directors
Votes cast for a nominee exceed
votes cast against that nominee
Abstentions and broker non-votes are not
counted as votes cast and have no effect
Advisory vote on
frequency of future
say-on-pay votes
The frequency (every year, every
two years, or every three years) that
attains the most votes will prevail
Abstentions and broker non-votes are not
counted as votes cast and have no effect
Ratification of the
Independent Registered
Public Accounting Firm
Majority of the votes cast
Abstentions are not counted as votes cast
and have no effect. Brokers and other
nominees may vote without instructions, so
we do not expect broker non-votes.
Advisory say-on-pay,
2017 LTIP, and 2018 MIP
Majority of the votes cast
Abstentions and broker non-votes are not
counted as votes cast and have no effect
Solicitation and Revocation of Proxy
AFLAC INCORPORATED
2017 PROXY STATEMENT
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