Allstate 2015 Annual Report Download - page 82

OTHER INFORMATION
76 www.allstate.com
What happens if I submit a signed proxy card but do not indicate how I want to vote?
You may instruct the proxies to vote “FOR” or
“AGAINST” on each proposal, or you may instruct
the proxies to “ABSTAIN” from voting. If you submit
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, then
the proxies will vote your shares as the Board of
Directors recommends on those proposals. Other
than the proposals listed on pages 4-9, 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.
What vote is needed to approve each item?
Shares of common stock represented by a properly
completed proxy card/voting instruction form will
be counted as present at the meeting for purposes
of determining a quorum, even if the stockholder is
abstaining from voting.
Proposal 1. To be elected under Allstate’s majority
vote standard, each director must receive an
affirmative vote of the majority of the votes cast.
In other words, the number of shares voted “For” a
director must exceed 50% of the votes cast on that
director. Abstentions will not be counted as votes
cast and will have no impact on the vote’s outcome.
Proposals 2, 3, 4, and 5. To be approved, a majority
of the shares present in person or represented by
proxy at the meeting and entitled to vote must be
voted “For” the proposal. Abstentions will have the
effect of a vote against the proposal.
Are broker non-votes counted at the meeting?
Brokers and banks have discretionary authority
to vote shares in the absence of instructions on
matters the New York Stock Exchange considers
“routine,” such as the ratification of the appointment
of the auditors. They do not have discretionary
authority to vote shares in the absence of
instructions on “non-routine” matters, such as
the election of directors, say-on-pay, and the
stockholder proposals. Broker non-votes will not be
counted as shares entitled to vote on any matter
and will have no impact on the vote’s outcome.
What is “householding” and how does it affect me?
Allstate has adopted the “householding” procedure
approved by the SEC, which allows us to deliver one
set of documents to a household of stockholders
instead of delivering a set to each stockholder
in a household, unless we have been instructed
otherwise. This procedure is more environmentally
friendly and cost-effective because it reduces
the number of copies to be printed and mailed.
Stockholders who receive proxy materials in
paper form will continue to receive separate
proxy cards/voting instruction forms to vote their
shares. Stockholders who receive the Notice of
Internet Availability of Proxy Materials will receive
instructions on submitting their proxy cards/voting
instruction form via the Internet.
If you would like to change your householding
election, request that a single copy of the proxy
materials be sent to your address, or request
a separate copy of the proxy materials, please
contact our distribution agent, Broadridge Financial
Solutions, by calling [phone] or by writing to
Broadridge Householding Department, 51 Mercedes
Way, Edgewood, NY 11717. We will promptly deliver
the proxy materials to you upon receipt of your
request. If you hold your shares in street name,
please contact your bank, broker, or other record
holder to request information about householding.
If you receive more than one proxy card/voting
instruction form, your shares probably are registered
in more than one account or you may hold shares
both as a registered stockholder and through the
Allstate 401(k) Savings Plan. You should vote each
proxy card/voting instruction form you receive.
How do I attend the annual meeting?
If you plan to attend the meeting, you must be
a holder of Allstate shares as of the record date
of March 28, 2016. We encourage you to request
an admission ticket in advance. You may request
admission tickets by visiting www.proxyvote.com
and following the instructions provided or calling
1-888-247-6053. You will need your proxy card, voting
instruction form, or notice of Internet availability with
you when you request the ticket.
At the entrance to the meeting, we will request to see
your admission ticket and valid photo identification,
such as a driver’s license or passport.