Aflac Inc
11 nominees · 4 ballot items.
Elect 11 directors; advisory vote to approve named executive officer compensation (Say-on-Pay); ratify KPMG LLP as independent auditors; and consider a shareholder proposal to require an independent (non‑executive) chair of the Board.
Follow how the vote landed and what changed on Aflac Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElect the eleven director nominees named in the proxy statement to serve until the next annual meeting.
- 2
Advisory Vote on Named Executive Officer Compensation (Say-on-Pay
ManagementBoard: FORNon-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
More detail
This advisory Say-on-Pay proposal asks shareholders to endorse, on a non-binding basis, the compensation that the Company disclosed for its named executive officers, as set forth in the CD&A and accompanying tables. Management is seeking shareholder approval to validate its pay-for-performance philosophy and the specific design of its annual (MIP) and long-term (PBRS) incentive programs, which tie pay to adjusted earnings metrics, business-segment operational goals, investment performance, capital metrics (RBC/SMR), and relative TSR modifiers. The Board recommends FOR the proposal, noting long-standing governance features including independent committee oversight, an independent compensation consultant, stock ownership guidelines, clawback provisions, anti-hedging and anti-pledging policies, and double-trigger change-in-control protections. Company disclosure highlights rigor in target-setting, currency-neutral adjustments for Japan exposure, and capping payouts at 200% of target to limit excessive risk-taking. The Company points to strong historical shareholder support (96.6% support in 2025) and to recent compensation outcomes that it believes demonstrate alignment with performance. Risks raised by opponents—such as potential reward when short-term metrics are volatile or the complexity of multi-metric plans—are partially mitigated by multi-year PBRS structure and performance certification by the Compensation Committee. For institutional investors and governance analysts, the vote serves as a market signal about the Board’s compensation governance; a vote FOR signals satisfaction with alignment and oversight, while a vote AGAINST would typically prompt enhanced engagement and potential program adjustments. The Board emphasizes that the advisory vote is non-binding but will be considered in future compensation-setting decisions, and it underscores the Company’s ongoing engagement with investors on pay practices.
- 3
Ratification of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2026.
- 4
Shareholder Proposal: Independent Board Chairman
Shareholder — John CheveddenBoard: AGAINSTShareholder proposal requesting the Board adopt a policy (and amend governance documents if necessary) to separate the roles of Chairman and CEO and require the Chairman to be an independent director.
Nominees on the ballot11
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Japan Post Holdings Co., Ltd. | 10.2% | 51,974,500 | $5.7B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.9% | 30,254,403 | $3.3B |
| 3 | STATE STREET CORP | 4.6% | 23,600,470 | $2.6B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.6% | 18,242,564 | $2.0B |
| 5 | BlackRock, Inc. | 2.6% | 13,276,748 | $1.5B |
| 6 | BlackRock, Inc. | 1.9% | 9,550,871 | $1.0B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 9,214,907 | $1.0B |
| 8 | WELLS FARGO COMPANY/MN | 1.4% | 7,059,804 | $775M |
| 9 | BlackRock, Inc. | 0.8% | 4,293,007 | $471M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.8% | 4,019,770 | $441M |
Other Financial Services sector meetings6
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Frequently asked questions
- When is the Aflac Inc 2026 annual meeting?
- Aflac Inc (AFL) holds its 2026 annual shareholder meeting on Monday, May 4, 2026.
- What is the record date for the Aflac Inc 2026 meeting?
- The record date for the Aflac Inc 2026 meeting is Tuesday, February 24, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Aflac Inc's 2026 meeting?
- The board is presenting 11 director nominees at the Aflac Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Aflac Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Aflac Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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