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Notice of 2017 Annual Meeting of Shareholders
i
Proxy Summary
1
Solicitation and Revocation of Proxy
5
Election of Directors (Proposal 1)
8
Ownership Reporting
17
Corporate Governance
18
Shareholder Outreach
18
Director Independence
18
Board Leadership Structure
18
Lead Non-Management Director
18
Board Self-Evaluation
19
Director Nominating Process
19
Enterprise-Wide Risk Oversight
20
Chief Executive Officer and Executive Management Succession Planning
21
Code of Business Conduct and Ethics
21
Communications with Directors
22
Board and Committees
22
Director Compensation
27
Compensation Discussion & Analysis
29
Executive Summary
29
Elements of our Executive Compensation Program
33
CEO and President Compensation and Pay-for-Performance
38
Program Changes for 2017
42
Retirement, Deferral, and Savings Plans
43
Additional Executive Compensation Practices and Procedures
44
2016 Summary Compensation Tables
47
Pension Benefits
52
Nonqualified Deferred Compensation
54
Potential Payments Upon Termination or Change in Control
55
Equity Compensation Plan Information
59
Advisory Vote on Executive Compensation (Proposal 2)
60
Advisory Vote on Frequency of Future Say-On-Pay Votes (Proposal 3)
61
Audit and Risk Committee Report
62
Related Persons Transactions
63
Ratification of Appointment of Independent Registered Public Accounting Firm
(Proposal 4)
64
Proposal to Approve the Aflac Incorporated Long-Term Incentive Plan
(As Amended and Restated February 14, 2017) (Proposal 5)
65
Proposal to Approve an Amended and Restated
2018 Management Incentive Plan (Proposal 6)
72
Other Matters
75
Appendix A – Aflac Incorporated Long-Term Incentive Plan
(As Amended and Restated February 14, 2017)
77
Appendix B – Aflac Incorporated 2018 Management Incentive Plan
93
Appendix C – Definitions of Non-GAAP Measures and Reconciliations to
Corresponding GAAP Measures
99
Contents
AFLAC INCORPORATED
2017 PROXY STATEMENT