Allstate 2015 Annual Report Download - page 16

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TABLE OF CONTENTS
LETTER TO STOCKHOLDERS FROM YOUR BOARD OF
DIRECTORS 1
PROXY HIGHLIGHTS
Our Proxy Summary contains key
information about the items to be
voted on at the meeting.
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS 3
How To Vote In Advance 3
PROXY SUMMARY 4
CORPORATE GOVERNANCE
HIGHLIGHTS
We have strong governance structures
and processes. This section describes
our structures and processes and
provides information about our Board
members, including the experience,
skills and attributes they bring to our
Board.
CORPORATE GOVERNANCE 11
Director Nominees 12
Board Composition 17
Board Leadership Structure and Practices 19
Board Meetings and Committees 24
Director Compensation
See information about our stockholder engagement
on proxy access in 2015 on page 22
25
EXECUTIVE COMPENSATION
HIGHLIGHTS
Our compensation and succession
committee is responsible for
overseeing the implementation of our
pay-for-performance philosophy. This
section explains how our executives
are compensated, including how
we set challenging performance
targets and align management and
stockholder interests.
EXECUTIVE COMPENSATION 28
Compensation Discussion and Analysis 29
Compensation Committee Report 45
Summary Compensation Table 46
Grants of Plan-Based Awards at Fiscal Year-end 2015 49
Outstanding Equity Awards at Fiscal Year-end 2015 51
Option Exercises and Stock Vested During 2015 53
Retirement Benefits 54
Non-Qualified Deferred Compensation at Fiscal Year-end 2015 56
Potential Payments as a Result of Termination or
Change in Control (CIC) 57
Performance Measures for 2015 61
See information about our compensation decisions
for our named executive officers in 2015 on pages 43-45
AUDIT HIGHLIGHTS
Our audit committee is responsible for
hiring, evaluating and compensating
our independent auditors. The
engagement process and related
policies and procedures are discussed
in this section.
AUDIT COMMITTEE MATTERS 65
Audit Committee Report 66
STOCKHOLDER PROPOSALS AND
OTHER INFORMATION
In addition to the required annual
meeting matters, there are two
stockholder proposals that will likely be
considered at the stockholder meeting.
STOCKHOLDER PROPOSALS 67
Stockholder Proposal on Independent Board Chairman 67
Stockholder Proposal on Reporting Political Contributions 70
Stockholder Proposals or Director Nominations for the
2017 Annual Meeting 72
STOCK OWNERSHIP INFORMATION 73
Security Ownership of Directors and Executive Officers 73
Security Ownership of Certain Beneficial Owners 74
Section 16(a) Beneficial Ownership Reporting Compliance 74
OTHER INFORMATION 75
Proxy and Voting Information 75
Appendix A – Categorical Standards of Independence 78
Appendix B – Executive Officers 78
Appendix C – Definitions of Non-GAAP Measures 79