Allstate 2011 Annual Report Download - page 12

listed above, Allstate knows of no 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.
How votes are counted
Each share of our common stock outstanding on the record date will be entitled to one vote on each of the
11 director nominees and one vote on each other matter.
Proposal 1. To be elected by stockholders, each director must receive the affirmative vote of the majority of
the votes cast. A majority of votes cast means the number of shares voted ‘‘FOR’’ a director exceeds 50% of the
votes cast with respect to that director. Each nominee for director receiving a majority of votes cast will be
elected. Abstentions will not be counted as votes cast for purposes of director elections and will have no impact
on the outcome of the vote. Broker non-votes will not be counted as shares entitled to vote on the matter and will
have no impact on the outcome of the vote.
Proposal 2. To ratify the appointment of Allstate’s independent registered public accountant, the proposal
requires the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting
and entitled to vote on the proposal. Abstentions will be counted as shares present at the meeting and will have
the effect of a vote against the matter.
Proposals 3 and 4. To approve the proposed amendments to the certificate of incorporation, the affirmative
vote of a majority of outstanding shares entitled to vote is required. Abstentions will be counted as shares
outstanding and will have the effect of a vote against the matter.
Proposal 5. To approve the compensation of the named executive officers, the affirmative vote of a majority
of shares present in person or represented by proxy at the meeting and entitled to vote on the proposal is
required. Abstentions will be counted as shares present at the meeting and will have the effect of a vote against
the matter. Broker non-votes will not be counted as shares entitled to vote on the matter and will have no impact
on the outcome of the vote.
Proposal 6. The choice that receives the greatest number of votes will be the frequency preferred by
stockholders. Abstentions and broker non-votes will have no impact on the outcome of the vote.
Proposals 7 and 8. To approve a stockholder proposal, the affirmative vote of a majority of the shares
present in person or represented by proxy at the meeting and entitled to vote on the proposal is required.
Abstentions will be counted as shares present at the meeting and will have the effect of a vote against the matter.
Broker non-votes will not be counted as shares entitled to vote on the matter and will have no impact on the
outcome of the vote.
Rules of the New York Stock Exchange (‘‘NYSE’’) determine whether proposals presented at stockholder
meetings are ‘‘routine’’ or ‘‘non-routine.’’ If a proposal is determined to be routine, the NYSE provides brokerage
firms with discretionary authority to vote on the proposal without receiving voting instructions from their clients.
Proposals 2, 3, and 4 are considered routine matters. Broker non-votes occur when a brokerage firm does not
have discretionary voting authority and is unable to vote on a proposal because it is non-routine and the client
has not provided voting instructions. Proposals 1 and 5 through 8 are considered non-routine matters. Abstentions
and broker non-votes are counted for quorum purposes.
How to change your vote
Before your shares have been voted at the annual meeting by the proxies, you may change or revoke your
vote in the following ways:
●Voting again by telephone, by Internet, or in writing.
●Attending the meeting and voting your shares in person if you are a registered stockholder.
Confidentiality
All proxies, ballots, and tabulations that identify the vote of a particular stockholder are confidential, except as
necessary to allow the inspector of election to certify the voting results or to meet certain legal requirements. A
representative of American Election Services, LLC will act as the inspector of election and will count the votes.
The representative is independent of Allstate and its directors, officers, and employees.
Comments written on proxy cards, voting instruction forms, or ballots may be provided to the secretary of
Allstate with the name and address of the stockholder. The comments will be provided without reference to the
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Proxy Statement