Allstate 2013 Annual Report Download - page 14

Providing voting instructions, discretionary voting authority of proxies
You may instruct the proxies to vote ‘‘FOR’’ or ‘‘AGAINST’’ each proposal, or you may instruct the proxies to ‘‘ABSTAIN’’
from voting. Each share of our common stock outstanding on the record date will be entitled to one vote on each of the
12 director nominees and one vote on each other proposal. A description of how votes are counted is included with each
proposal.
1. Talented slate of nominees bringing the full
complement of director skills to serve Allstate.
2. Executive compensation program designed to
— advisory vote align pay with performance.
to approve the executive compensation of the
named executives.*
3. Plan provides a reasonable approach to equity
— vote to approve incentive compensation awards.
an equity incentive plan.
4. Auditor remains independent and fees
— ratification of continue to be reasonable.
the appointment of Deloitte & Touche LLP as
Allstate’s independent registered public
accountant for 2013.*
5. Allstate already has robust stock ownership
— stockholder guidelines for senior executives that include a
proposal on equity retention by senior retention requirement of 75% of net after-tax
executives.* shares acquired through equity compensation
up to required ownership guidelines.
6. Allstate already provides a summary report of
— stockholder political contributions, lobbying expenditures,
proposal on reporting lobbying expenditures.* and payments to associations.
* Advisory/Non-Binding Proposal
Abstentions are counted for quorum purposes. If you return a signed proxy card/voting instruction form to allow your
shares to be represented at the annual meeting, but do not indicate how your shares should be voted on one or more
proposals listed above, then the proxies will vote your shares as the Board of Directors recommends on those proposals.
Other than the proposals listed above, we do not know of any other matters to be presented at the meeting. If any other
matters are properly presented at the meeting, the proxies may vote your shares in accordance with their best judgment.
2
Board Rationale for Board
Proposal Recommendation Recommendation
Election of directors FOR
Approve compensation FOR
Approve equity plan FOR
Ratification of auditors FOR
Stockholder proposal AGAINST
Stockholder proposal AGAINST
Proxy and Voting Information
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