76 / 108
Main Section Title [H1]
|
Subsection Title [H2]
AFLAC INCORPORATED
2017 PROXY STATEMENT
70
Proposal 5: Proposal to Approve the Aflac Incorporated Long-Term Incentive Plan
Name and Position
Number of Shares
Daniel P. Amos, Chairman and Chief Executive Officer
1,818,551
Frederick J. Crawford, Executive Vice President, Chief Financial Officer
43,882
Kriss Cloninger III, President
619,419
Paul S. Amos II, President, Aflac
285,333
Eric M. Kirsch, Executive Vice President, Global Chief Investment Officer, Aflac
147,481
Executive Officers as a Group
3,687,606
Non-employee Directors as a Group
281,146
Each Nominee for Election as a Director
3,004,449
Each Associate of any of the Foregoing
–
Each Other Person Who Received at Least 5% of all Options Granted
–
All Employees as a Group (exclusive of Executive Officers)
7,860,075
or disability, no such minimum vesting period shall be required, (ii) awards to Non-employee Directors granted on
the date of an annual meeting of shareholders of the Company may vest as early as the date of the subsequent
annual meeting of the shareholders, and (iii) over the life of the 2017 LTIP up to 1,875,000 shares may be made
subject to such awards without minimum vesting requirements (which number includes awards previously granted
under the LTIP that required no such minimum vesting).
PROHIBITED ACTIONS
Without the approval of the shareholders of the Company, no action taken by the Committee (or any delegate of
the Committee) under the 2017 LTIP shall have the effect of:
●●
lowering the exercise or grant price of an option or stock appreciation right after it is granted;
●●
canceling any previously granted option or stock appreciation right in exchange for another award if
the exercise or grant price exceeds the fair market value of a share of our common stock, other than in
connection with a reorganization, merger or consolidation of the Company, a sale, exchange or transfer of
all or substantially all of the Company’s property or one of its business units, the direct or indirect acquisition
of all or substantially all of the outstanding voting shares of the Company, or any other change in control or
recapitalization event; or
●●
canceling in exchange for cash any previously granted award with an exercise or grant price exceeding the fair
market value of a share of our common stock.
AMENDMENT OR TERMINATION OF THE 2017 LTIP
The Board of Directors may, at any time, suspend or terminate the 2017 LTIP or revise or amend it in any respect
whatsoever; provided, however, that shareholder approval shall be required (i) for any amendment to the 2017
LTIP that would have the effect of (A) increasing the number of shares available for issuance under the 2017 LTIP
(other than in respect of changes in capitalization and similar events), (B) expanding the class of individuals eligible
for participation in the 2017 LTIP, (C) materially increasing the benefits available to participants under the 2017
LTIP, or (D) lowering the exercise or grant price of an option or stock appreciation right after it is granted, and (ii) if
and to the extent necessary to satisfy Sections 162(m) or 422 of the IRC, other applicable law or applicable stock
exchange requirements. However, no action taken under the 2017 LTIP may, without the consent of a participant,
adversely affect the participant’s rights under any outstanding award. No awards may be granted under the
2017 LTIP after February 13, 2027, but awards granted prior to that time will continue in effect after such time in
accordance with their terms.
2017 LTIP BENEFITS
On March 1, 2017, the closing price per share of our Common Stock on the NYSE was $72.98.
As of such date, stock options with respect to our Common Stock had been granted under the LTIP to the
following individuals covering the number of shares shown: