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As described in Proposal No. 2 above, we are providing our shareholders with the opportunity
to cast an advisory vote on the compensation of our named executive officers. The rules of the
Securities and Exchange Commission require us to allow our shareholders the opportunity, at
least once every six years, to cast an advisory vote on how often we should include advisory
votes on the compensation of our named executive officers in our proxy materials for future
shareholder meetings. Under this proposal, shareholders may vote to have the Say-on-Pay
vote every year, every two years or every three years, or may abstain from voting:
“RESOLVED, that the shareholders of the Company indicate, by their vote on
this resolution, whether the vote on the compensation of the Company’s named
executive officers, pursuant to Rule 14a-21(b) of the Exchange Act, should take place
every year, every two years or every three years.”
Each year since 2008, we have voluntarily provided our shareholders a Say-on-Pay vote.
We believe our shareholders should be allowed a Say-on-Pay vote every year so they have
a consistent opportunity to express their views on our executive pay program and policies.
Because your vote is advisory, it will not be binding upon the Board. However, the Board will
take into account the outcome of the vote when considering how often to include a Say-on-Pay
vote in our proxy materials.
The Board of Directors unanimously recommends holding an
advisory vote on executive compensation of
every “year.”
FOR
Proposal 3:
Advisory Vote on Frequency
of Future Say-On-Pay Votes
AFLAC INCORPORATED
2017 PROXY STATEMENT
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