The Allstate Corporation board of directors today announced two improvements to its corporate governance practices. At a meeting held at the company’s headquarters, the board approved changes to the company’s bylaws to formally adopt a majority vote standard in the election of directors, which means that each nominee for director must receive a majority of the votes cast at any meeting held for the election of directors. Election by a majority of votes cast means that the number of shares voted “for” a director’s election exceeds 50 percent of the number of votes cast in favor of that director’s election.
Last year, the board had adopted a Majority Votes in Director Elections Policy, which called for any director nominee who received a greater number of votes “withheld” from his or her election than votes “for” his or her election to tender a resignation, which the board would then accept or reject. When the policy was adopted last year, there were outstanding and unresolved Delaware corporate law issues that have since been resolved by legislative changes to the state’s law The bylaw amendments approved by the board today formally adopt the majority vote standard in the election of directors into the company’s governing documents.
Secondly, the board will recommend in its upcoming 2007 proxy statement that stockholders approve amendments to the company’s certificate of incorporation. The amendments to the certificate of incorporation would eliminate the two supermajority vote provisions contained in the current certificate of incorporation. Currently, one provision requires a two-thirds affirmative vote to amend the bylaws. The other supermajority provision requires a two-thirds affirmative vote to remove a director prior to the next annual meeting and is a provision that can only be changed by a two-thirds affirmative vote.
“The board’s change to the company’s bylaws regarding director elections and its recommendation that stockholders approve a change to the company’s certificate of incorporation are governance changes that will enhance already strong governance practices at Allstate,” said Edward M. Liddy, chairman of the board, The Allstate Corporation.
“The board also wanted to demonstrate its responsiveness to the strong stockholder sentiment expressed at last year’s annual meeting where a stockholder proposal called for the elimination of the supermajority vote requirements. I am proud to be leading a board that is committed to accountability, responsiveness and the best governance practices in corporate America.”
For more details about Allstate’s corporate governance practices and procedures, go to Allstate.com and click on “Corporate Governance” link on the home page.
The Allstate Corporation (NYSE:ALL) is the nation’s largest publicly held personal lines insurer. Widely known through the “You’re In Good Hands With Allstate®” slogan, Allstate helps individuals in approximately 17 million households protect what they have today and better prepare for tomorrow through approximately 14,800 exclusive agencies and financial professionals in the U.S. and Canada. Customers can access Allstate products and services such as auto insurance and homeowners insurance through Allstate agencies, or in select states at allstate.com and 1-800 Allstate®. Encompass® and Deerbrook® Insurance brand property and casualty products are sold exclusively through independent agents. The Allstate Financial Group provides life insurance, supplemental accident and health insurance, annuity, banking and retirement products designed for individual, institutional and worksite customers that are distributed through Allstate agencies, independent agencies, financial institutions and broker-dealers.