Allstate 2008 Annual Report Download - page 8

Proxy and Voting Information
Who is asking for your vote and why
The annual meeting will be held only if there is a quorum, which means that a majority of the outstanding
common stock entitled to vote is represented at the meeting by proxy or in person. If you vote before the meeting,
your shares will be counted for the purpose of determining whether there is a quorum. To ensure that there will
be a quorum, the Allstate Board of Directors is requesting that you vote before the meeting and allow your
Allstate stock to be represented at the annual meeting by the proxies named on the proxy card/voting instruction
form.
Who can vote
You are entitled to vote if you were a stockholder of record at the close of business on March 20, 2009. On
March 20, 2009, there were 536,363,853 Allstate common shares outstanding and entitled to vote at the annual
meeting.
How to vote
If you hold your shares in your own name as a registered stockholder, you may vote in person by attending
the annual meeting or you may instruct the proxies how to vote your shares in any of the following ways:
●By using the toll-free telephone number printed on the proxy card/voting instruction form
●By using the Internet voting site and following the instructions provided there
●By signing and dating the proxy card/voting instruction form and mailing it in the postage-paid
envelope enclosed with the printed copies of the proxy statement, or by returning it to The Allstate
Corporation, c/o Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, N.Y. 11717
You may vote by telephone or Internet 24 hours a day, seven days a week. Such votes are valid under
Delaware law.
If you hold your shares through a bank, broker, or other record holder, you may vote your shares by following
the instructions they have provided. If you hold your shares through the Allstate 401(k) Savings Plan (formerly The
Savings and Profit Sharing Fund of Allstate Employees), see the instructions on page 3.
Providing voting instructions and discretionary voting authority of proxies
With respect to each of the items, you may instruct the proxies to vote ‘‘FOR’’ or ‘‘AGAINST,’’ or you may
instruct the proxies to ‘‘ABSTAIN’’ from voting.
The Board recommends you vote on the matters set forth in this proxy statement as follows:
●FOR all of the nominees for director listed in this proxy statement
●FOR the ratification of the appointment of Deloitte & Touche LLP as Allstate’s independent registered
public accountant for 2009
●FOR approval of the material terms of the Annual Executive Incentive Plan
●FOR approval of the 2009 Equity Incentive Plan, as renamed, amended and restated
●AGAINST the stockholder proposal seeking the right to call special shareowner meetings
●AGAINST the stockholder proposal seeking an advisory resolution to ratify the compensation of the
named executive officers
●AGAINST the stockholder proposal seeking a report on political contributions and payments to trade
associations and other tax exempt organizations
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 matters listed above, then the
proxies will vote your shares as the Board of Directors recommends for those matters. One stockholder has
notified us that he may present a proposal at the meeting with respect to the management of Allstate, which
proposal relates to a personal grievance that has been fully adjudicated in court. If this proposal is properly
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Proxy Statement