UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant |
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Filed by a party other than the Registrant |
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CHECK THE APPROPRIATE BOX: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional
Materials |
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Soliciting Material under
§240.14a-12 |

The Allstate Corporation
(Name of Registrant
as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES
THAT APPLY): |
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No fee required |
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Fee paid previously with preliminary
materials |
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Fee computed on table in exhibit
required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and
0-11 |
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THE ALLSTATE CORPORATION
C/O EQ SHAREOWNER SERVICES
P.O. BOX 64874
ST. PAUL, MN 55164-0945
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Your Vote
Counts!
THE ALLSTATE
CORPORATION
2022 Annual
Meeting Vote
by May 23, 2022 11:59 PM ET. For shares held in the
Allstate 401(k) Savings Plan, vote by May 19, 2022 11:59 PM
ET.

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D67796-P68325 |
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You invested in THE ALLSTATE CORPORATION and
it’s time to vote!
You have the right to vote on proposals being presented at
the Annual Meeting. This is an important notice regarding the availability of
proxy material for the stockholder meeting to be held on May 24,
2022.
Get informed before you
vote
View The
Allstate Corporation Notice of 2022 Annual Meeting, Proxy Statement
and 2021 Annual Report online OR you can receive a free paper or
email copy of the material(s) by requesting prior to May 10, 2022.
If you would like to request a copy of the material(s) for this
and/or future stockholder meetings, you may (1) visit
www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to
sendmaterial@proxyvote.com. If sending an email, please include
your control number (indicated below) in the subject line. Unless
requested, you will not otherwise receive a paper or email
copy.
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For
complete information and to vote, visit
www.ProxyVote.com |
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Control #
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Smartphone users
Point your camera
here and
vote without entering a
control number
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Vote Virtually at
the Meeting* May 24, 2022
11:00 a.m., CDT
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Virtually at:
www.virtualshareholdermeeting.com/ALL2022
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Please check the
meeting materials for any special requirements for meeting
attendance. |
Vote at www.ProxyVote.com |
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the
upcoming stockholder meeting. Please follow the instructions on
the reverse side to vote on these important matters.
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Board |
Voting
Items |
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Recommends |
1. |
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Election of
Directors |
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Nominees: |
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1a. |
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Donald E.
Brown |
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For |
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Kermit R.
Crawford |
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For |
1c. |
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Richard T.
Hume |
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For |
1d. |
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Margaret M.
Keane |
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For |
1e. |
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Siddharth N.
Mehta |
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For |
1f. |
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Jacques P.
Perold |
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For |
1g. |
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Andrea
Redmond |
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For |
1h. |
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Gregg M.
Sherrill |
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For |
1i. |
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Judith A.
Sprieser |
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For |
1j. |
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Perry M.
Traquina |
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For |
1k. |
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Thomas J.
Wilson |
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For |
2. |
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Advisory vote to
approve the compensation of the named executives. |
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For |
3. |
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Ratification of the
appointment of Deloitte & Touche LLP as Allstate’s independent
registered public accountant for 2022. |
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For |
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Prefer to receive an email instead? While voting on
www.ProxyVote.com, be sure to click “Sign up for
E-delivery”. |
D67797-P68325

As an investor in this security, you
have the right to vote on important
issues. Make your voice
heard now!
Vote
Common Shares by:
May 23,
2022
Vote
Plan Shares by:
May 19,
2022
Control
Number:
0123456789012345
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Ways to
Vote
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Go to ProxyVote.com
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Call 1-800-690-6903
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This
email represents the following share(s):
For
those in the Allstate 401(k) Savings Plan, vote by May 19, 2022
11:59 PM ET.
Important Notice Regarding the Availability of Proxy
Materials for the Stockholder Meeting to be held on May 24,
2022.
This notice
has been sent on behalf of The Allstate Corporation. It provides
voting instructions and deadlines to vote the shares of Allstate
stock you may hold for the proposals listed at Allstate's Annual
Meeting to be held on May 24, 2022 at 11:00 a.m. CT. The Annual
Meeting will be held in a virtual meeting format only. You will not
be able to attend the Annual Meeting physically. To be admitted to
the virtual Annual Meeting at http://www.virtualshareholdermeeting.com/ALL2022, you must enter the control number located
above.
All votes
are confidential and managed by an outside firm to maintain your
confidentiality.
Proposals and Board Recommendations: The Board of Directors recommends stockholders
vote FOR Proposals 1, 2 and 3:
Proposal 1)
Election of 11 directors.
Proposal 2)
Advisory vote to approve the compensation of the named
executives.
Proposal 3)
Ratification of the appointment of Deloitte & Touche LLP as
Allstate's independent registered public accountant for
2022.
Vote now
on Allstate's Annual Meeting proposals
Vote
By:
- May 19, 2022 11:59 PM ET (for those
in the Allstate 401(k) Savings Plan)
- May 23, 2022 11:59 PM ET (for all other accounts)
Important
Materials: Combined Document |
Attend the
Virtual Meeting
Attend the
Meeting
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For
holders as of March 25, 2022
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Why Should I
Vote?
Make your voice heard on critical issues like board
elections and executive compensation. The outcome of the vote can
affect the value of your shares.
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(c) 1997-2022 Broadridge Financial Solutions Inc.
P.O. Box 1310, Brentwood, NY 11717
ProxyVote and Broadridge are trademarks of Broadridge Financial
Solutions Inc. CUSIP is a registered trademark of the American
Bankers Association. All other registered marks belong to their
respective owners. |
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Email Settings | Terms and Conditions | Privacy Statement |
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Commencing on or about April 12, 2021, The Allstate
Corporation will make the following intranet webpage available to
employees:
Headline: Now
available: 2022 annual meeting educational materials
FAQ,
other documents aim to help employees understand proxy voting
process, proposals
What
The
annual stockholder meeting gives stockholders – including employees
who hold shares through the Allstate 401(k) Savings Plan – an
opportunity to voice their opinions on the election of the board of
directors and other matters presented for a vote.
Allstate
began sending annual meeting materials to stockholders on April
11.
When
The
annual stockholder meeting takes place May 24.
Where
The
annual meeting will be held in a virtual, audio-only format at the
following URL: www.virtualshareholdermeeting.com/ALL2022
How
This FAQ document and this overview of the 2022 annual meeting's
proposals can help employees
better understand the proxy voting process and proposals. In
addition to these materials, the corporation advises that all
stockholders read the Notice of 2022 Annual Meeting, Proxy Statement and
2021 Annual Report before
voting. Information specific to this year's proposals and the
voting process begins on page 7.
For
more information
https://www.allstateinvestors.com/
Commencing on or about April 11, 2022, The Allstate
Corporation will make the following intranet webpage available to
employees:
Frequently Asked Questions
Employee
Stockholders’ Guide to Voting on Annual Meeting
Proposals
What
is proxy voting?
Voting
by proxy allows stockholders to voice their opinion on important
issues that will be considered at Allstate’s annual stockholder
meeting without having to participate in the meeting. Stockholders
can vote in advance on the matters to be considered during the
meeting.
Why
are stockholders’ votes gathered this way?
Voting
by proxy is a common practice among publicly traded companies
because it allows stockholders to express their opinion without
having to participate in the company’s annual meeting. Widely-held
companies like Allstate have stockholders around the world; voting
by proxy is a more convenient way to vote shares on
proposals.
Why
do stockholders have a vote?
When
someone has an investment interest in Allstate or another company’s
stock, they have a financial stake in its success. Our annual
stockholder meeting and vote give stockholders an important
opportunity to voice their opinion on the election of the board of
directors and other governance matters.
Through
the annual meeting process, employee stockholders have an
opportunity to influence the company’s corporate governance by
voting their shares, just as they help to drive Allstate’s success
through the work they do every day.
Why
is Allstate encouraging me to vote?
Every
vote matters, including those of our employee stockholders. All
stockholders – including employees – are encouraged to
vote.
Why
is Allstate providing more information about the annual meeting and
vote?
It is
important for employee stockholders to understand the issues and
add their voices to the dialogue. The proxy vote process and issues
up for vote can be confusing, and we don’t want that to discourage
employee stockholders from participating. As with any significant
decision, it is important to gather the facts and feel comfortable
with the process.
To help,
Allstate offers an overview of proposals that provides more
information about the issues. This resource is meant to help
employees feel comfortable with the voting process and issues up
for vote.
What
issues are up for vote in 2022?
Allstate
stockholders will be asked to vote on governance items, including
the election of the board of directors. More information is
available in the Notice of 2022 Annual Meeting and Proxy
Statement.
Please
review this information before voting. The items up for vote
are:
1.
Election of 11 directors
2.
Say-on-pay — advisory vote to approve the compensation of the named
executives
3.
Ratification of auditors — ratification of the appointment of
Deloitte & Touche LLP as Allstate's independent registered
public accountant for 2022
How
can I vote?
Employees who own shares of Allstate stock will receive a
notice that the proxy materials and voting instructions are
available. Most of these employee stockholders will begin receiving
it by email during the week of April 11, while others will receive
the email from their broker. Some employees may receive materials
by postal mail if they previously selected this delivery
option.
In
either case, stockholders may vote by following the instructions in
the materials.
How
do I set my delivery preferences for proxy
materials?
Each
year, an Allstate NOW article is published to remind employees that
they can opt out of electronic delivery of proxy materials.
However, employees can change their election at any time by
following the processes set forth in the materials they
receive.
Will
Allstate leaders or employees know how I vote?
No.
Allstate has a confidential voting policy that applies to all votes
cast, including employee votes. All votes are confidential and
managed by an outside firm to maintain confidentiality, except as
necessary to allow the inspector of election to certify the vote
result or meet certain legal requirements. The votes are tabulated
by an independent outside vendor, and the results are certified by
an independent inspector of election. However, if a stockholder
provides a comment on his or her ballot, and knowing the vote is
important to understand the comment, then the comment and the vote
may be disclosed to the corporate secretary.
What
happens if I don’t vote?
Stockholders who decide not to vote will miss an
opportunity to voice their opinion. However, the decision about
whether to vote will not affect their status as an Allstate
stockholder. The trustee of the Allstate 401(k) Savings Plan, The
Northern Trust Corp., will vote any shares not voted by plan
participants. If less than 50 percent of shares held by
participants are voted, the trustee would use its sole discretion
to vote unvoted shares. If at least 50 percent of the shares held
by participants are voted, the trustee would vote all other shares
in the same proportion and in the same manner as the shares that
have been voted, unless to do so would be inconsistent with the
trustee’s duties.
When
will the annual meeting take place? Can I attend?
The
annual meeting is scheduled to begin at 11 a.m. on Tuesday, May 24,
2022. Similar to last year, the annual meeting will be held in a
virtual “audio only” meeting format. You will not be able to attend
the meeting physically, although all stockholders are encouraged to
participate virtually. To be admitted to the annual meeting
at www.virtualshareholdermeeting.com/ALL2022, you must enter the 16-digit control number found on
your proxy card, voting instruction form or notice of Internet
availability. You may begin to log into the meeting platform
beginning at 10:30 a.m.
Participants in the Allstate 401(k) Savings Plan may
participate in the meeting, but may not vote the shares credited to
their accounts during the meeting. All voting instructions for
shares in the Allstate 401(k) Savings Plan must be received by May
19, 2022, so the trustee can tabulate and vote the
shares.
Commencing on or about April 11, 2022, The Allstate
Corporation will make the following intranet webpage available to
employees:
Understanding the 2022 Proposals
Employee Stockholders’ Guide to Voting on Annual Meeting
Proposals
Each
year, Allstate stockholders are asked to consider and vote on
proposals related to important governance matters. Some of the
issues can be challenging to understand. The 2022 proposals are
listed below, followed by explanations to help you understand the
matters up for vote.
The
proxy statement and the descriptions below provide the vote
recommendation of the Allstate board of directors. These
recommendations are based on the board’s view of what is best for
stockholders and the corporation. Please review the proxy statement
and annual report before voting. The board recommends you vote
“FOR” each director and Proposals 2 and 3.
Proposal 1 – Election of 11 directors
Who
are the directors of The Allstate Corporation?
The
Allstate Corporation has 11 nominees for election as directors at
the 2022 annual meeting. Ten of the directors are independent from
Allstate, which means they are not Allstate employees and have no
relationships with the company that would create a conflict of
interest that would impair independence. Tom Wilson, chair,
president, and CEO, is the only Allstate employee on the board. For
more information, see the biographies of the board members,
beginning on page 20 of the 2022 proxy statement.
Why
do we vote to elect our board of directors every
year?
Allstate’s practice of electing each director every year is
considered good governance, as it allows stockholders the
opportunity to vote on each director’s continued service
annually.
What
is the vote standard required to elect an Allstate
director?
Each
Allstate director must receive a majority of affirmative or “for”
votes out of the votes cast. Some companies apply a plurality vote
standard, which means a director can be elected by less than a
majority of votes cast.
Proposal 2 – Say-on-pay – advisory vote to approve the
compensation of the named executives
Why
do stockholders get to vote on executive
compensation?
The
Dodd-Frank Act required public companies to provide stockholders
with the opportunity to cast an advisory vote on the company’s
executive compensation program for named executive officers. The
vote is nonbinding, but it gives stockholders an opportunity to
voice any concerns about a company’s executive compensation
program. Allstate’s compensation and human capital committee (a
committee of the board) takes the stockholder vote into
consideration when it conducts its annual review of the
compensation program.
How
does the board of directors determine executive
compensation?
The
compensation and human capital committee of the board of directors
works with an independent compensation consultant to design an
executive compensation program that aligns compensation with the
company’s strategic and operational business goals. In designing
such a program, the committee examines market pay and practices at
a group of peer companies and uses the 50th percentile of this peer
group as a guideline in setting target direct compensation. To read
more about this, see the 2022 proxy statement.
Proposal 3 – Ratification of auditors – ratification of the
appointment of Deloitte & Touche LLP as Allstate’s independent
registered public accountant for 2022
Why
do we vote to ratify the auditors?
The
audit committee of the board of directors annually appoints an
independent registered public accounting firm. Stockholders are
asked to ratify the appointment. If the appointment is not ratified
by stockholders, the committee may reconsider which accounting firm
to appoint. The proxy statement contains details on the fees paid
to Deloitte & Touche LLP for 2021 and 2020.