Allstate 2012 Annual Report Download - page 35

2011 Say on Pay Vote Results
Stockholders approved the ‘‘say-on-pay’’ resolution last year with 57% of the votes cast in favor. Over the last year Tom
Wilson, our chairman, met face-to-face with stockholders representing 30% of our outstanding stock, as well as with
several proxy advisory firms, to gather additional feedback on executive compensation. We met with our stockholders
throughout the year to obtain additional insight on compensation changes under consideration based on stockholder
comments and current market practices. Those of our stockholders who felt changes to our compensation program were
warranted supported the program changes we presented. We summarize the results of these discussions in the table
below, noting differing feedback where our stockholders were not in consensus. The compensation and succession
committee (Committee) considered the results of the stockholder vote, investor input, and current market practices when
designing the compensation program for 2012.
Benchmarking target should not be above the We now use the 50th percentile as our
50th percentile of peer group. benchmark for target compensation, replacing
the former range of 50th to 75th percentiles.
No specific concerns noted.
Proxy statement should disclose the threshold Page 29 lists threshold, target, and maximum
and maximum goals for the annual incentive for the three performance measures for the
program. annual incentive program.
Some stockholders believe that long-term Performance stock awards tied to
equity incentives should be expanded beyond achievement of performance measures were
the impact of stock price changes on stock awarded instead of time-based restricted
option valuations. stock units beginning in 2012. The mix of
long-term incentives changed from 35%
Other stockholders said that the use of stock restricted stock units and 65% stock options
options was performance based compensation to 50% performance stock awards and 50%
given the direct tie to stock price stock options.
improvement.
Some stockholders said that excise tax A new change-in-control plan that eliminated
gross-ups should be eliminated in all excise tax gross-ups and reduced severance
instances, not just in new arrangements. benefits payable upon a qualifying termination
following a change-in-control was
Other stockholders said reducing benefits and implemented in 2011. In addition, beginning in
eliminating excise tax gross-ups could 2012, equity awards have a ‘‘double-trigger;’’
disincentivize executives from pursuing a that is they will not accelerate in the event of
potentially valuable change-in-control. a change-in-control unless also accompanied
by a qualifying termination of employment.
See page 33 for more information.
We adjusted stock ownership guidelines to
accommodate the shift to performance stock
awards beginning in 2012. We also
implemented an additional requirement that
75% of net after-tax shares be retained until
an executive meets the stock ownership
guideline. See page 34 for more information.
24
Executive Compensation
Aspect of
Compensation
Program Feedback Compensation Program Changes for 2012
Benchmarking Target
Base Salary
Annual Incentive
Awards
Long-term Equity
Incentives
Change-in-Control
Agreements
Stock Ownership
Guidelines
The Allstate Corporation |
PROXY STATEMENT