Allstate 2008 Annual Report Download - page 7

Table of Contents Page
Proxy and Voting Information 1
Proxy Statement and Annual Report Delivery 4
Corporate Governance Practices 4
Code of Ethics 4
Determinations of Independence of Nominees for Election 4
Majority Votes in Director Elections 5
Board Structure, Meetings and Board Committees 5
Executive Sessions of the Board and Presiding Director 6
Board Attendance Policy 6
Board Committees 6
Nomination Process for Election to the Board of Directors 9
Communications with the Board 10
Policy on Rights Plans 10
Allstate Charitable Contributions 10
Compensation Committee Interlocks and Insider Participation 10
Director Compensation 11
Items to be Voted On 14
Item 1. Election of Directors 14
Item 2. Ratification of Appointment of Independent Registered Public Accountant 17
Item 3. Approval of the Material Terms of the Annual Executive Incentive Plan 18
Item 4. Approval of the 2009 Equity Incentive Plan 21
Item 5. Stockholder proposal on Special Shareowner Meetings 30
Item 6. Stockholder proposal on an Advisory Resolution to Ratify the Compensation of the Named
Executive Officers 32
Item 7. Stockholder proposal on Political Contributions and Payments to Trade Associations and Other
Tax Exempt Organizations 34
Executive Compensation 36
Compensation Committee Report 36
Compensation Discussion and Analysis 36
Summary Compensation Table 51
All Other Compensation for 2008—Supplemental Table 53
Grants of Plan-Based Awards at Fiscal Year-End 2008 54
Outstanding Equity Awards at Fiscal Year-End 2008 58
Option Exercises and Stock Vested at Fiscal Year-End 2008 59
Pension Benefits 60
Non-Qualified Deferred Compensation at Fiscal Year-End 2008 63
Potential Payments Upon Termination (No Change-in-Control) 65
Potential Payments Upon Change-in-Control 69
Performance Measures 70
Securities Authorized for Issuance Under Equity Compensation Plans 74
Security Ownership of Directors and Executive Officers 75
Security Ownership of Certain Beneficial Owners 76
Audit Committee Report 76
Section 16(a) Beneficial Ownership Reporting Compliance 77
Related Person Transactions 77
Stockholder Proposals for Year 2010 Annual Meeting 77
Proxy Solicitation 78
Appendix A—Policy Regarding Pre-Approval of Independent Registered Public Accountant’s Services A-1
Appendix B—The Annual Executive Incentive Plan B-1
Appendix C—The 2009 Equity Incentive Plan C-1
Appendix D—List of Executive Officers D-1
Proxy Statement