AFLAC INC (Form: 8-K, Received: 06/13/2023 16:57:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 13, 2023 (June 9, 2023)

Aflac Incorporated

_________________________________________________________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)

Georgia

001-07434

58-1167100

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

1932 Wynnton Road

Columbus

Georgia

31999

(Address of principal executive offices)

(Zip Code)

706.323.3431

_________________________________________________________________________________________________________________________________________________________

(Registrant’s telephone number, including area code)

_________________________________________________________________________________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.10 Par Value

AFL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 9, 2023, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Aflac Incorporated (the “Company”) amended (i) the Aflac Incorporated Supplemental Executive Retirement Plan, a nonqualified defined benefit pension plan providing retirement benefits to eligible executives (the “SERP”), and (ii) the American Family Corporation Retirement Plan for Senior Officers, a nonqualified defined benefit pension plan providing retirement benefits, office use and medical benefits to eligible executives (the “SORP”). The Compensation Committee approved the freeze date for the SERP and SORP as of December 31, 2023 (the “Freeze Date”).

The Compensation Committee amended the SERP to freeze all benefit accruals effective as of the Freeze Date, except that actively employed participants may continue to accrue service toward eligibility for early retirement benefits (if they have not yet satisfied those conditions as of December 31, 2023) or delayed early retirement benefits (if they have met the conditions for early retirement, but not delayed early retirement, as of December 31, 2023), based on their current final average earnings as of the Freeze Date and continued service as an employee after the Freeze Date. The Compensation Committee has designated the participants in the SERP who are impacted by the freeze of the SERP or the SORP as eligible to receive “Executive Employer Contributions” under the Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, at such contribution rates as the Compensation Committee may determine based on compensation they earn after the Freeze Date. The Compensation Committee amended the SORP to freeze all retirement benefit accruals under the SORP effective as of the Freeze Date, but not any accruals related to office use or medical benefits.

The foregoing summary of the amendments to the SERP and SORP does not purport to be complete and is qualified in its entirety by reference to the amendments, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Exhibit Title or Description

10.1

Third Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan

10.2

Fourth Amendment to the American Family Corporation Retirement Plan for Senior Officers

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						Aflac Incorporated

June 13, 2023						/s/ June Howard

						(June Howard)
						Senior Vice President, Financial Services
						Chief Accounting Officer

THIRD AMENDMENT TO THE AFLAC INCORPORATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(as amended and restated effective January 1, 2009)

This Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2009 (the “Plan”), is made by Aflac Incorporated (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company maintains the Plan for the benefit of certain key management and highly compensated employees; and

WHEREAS, pursuant to Section 8.1 of the Plan, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) has the right to amend the Plan at any time; and

WHEREAS, the Compensation Committee wishes to amend the Plan to freeze additional accruals under the Plan as of December 31, 2023, provided that actively employed participants may continue to accrue service toward eligibility for early retirement benefits (if they have not yet satisfied those conditions as of December 31, 2023) or delayed early retirement benefits (if they have met the conditions for early retirement, but not delayed early retirement, as of December 31, 2023).

NOW, THEREFORE, BE IT RESOLVED, that effective as of December 31, 2023, the Plan is hereby amended as follows:

1.Section 1.6 of the Plan is amended to read as follows:

1.6 Average Annual Compensation means, for each Participant, the average of his Annual Compensation for the 3-consecutive-calendar-year period in the final 10-consecutive-calendar-year period of employment with the Company and its Affiliates ending on or before December 31, 2023, that yields the highest average. For purposes hereof, the Participant’s Annual Compensation for the calendar year in which the Participant terminates employment with the Company and all of its Affiliates shall be taken into account only if such termination occurs as of December 31 of such year.

2.Section 1.23 is amended to read as follows:

1.23 Final Base Pay means the highest annual base salary (excluding bonuses) paid to a Participant during any of the 3 calendar years immediately preceding (i) January 1, 2024, or (ii) if earlier, the calendar year in which the Participant terminates employment with the Company and all of its Affiliates. “Final Base Pay” for a relevant calendar year shall also include any portion of annual base salary that is (i) contributed by the Company on behalf of a Participant pursuant to a salary reduction agreement which is not includable in the gross income of the Participant under Code Sections 125, 402(a)(8) or 402(h), or (ii) deferred by the Company under the Aflac Incorporated Executive Deferred Compensation Plan either (A) on behalf of a Participant pursuant to a salary reduction agreement, or (B) as a result of the Company’s specific decision to make such a deferral in lieu of paying current cash compensation to the Participant.

3.Section 3.2 is amended to add the following sentence to the end thereof:

Notwithstanding the foregoing or anything herein to the contrary, no additional Participants will become eligible for benefits under this Section after December 31, 2023.

4.Section 3.3 is amended to add the following sentence to the end thereof:

Notwithstanding the foregoing or anything herein to the contrary, no additional Participants will become eligible for benefits under this Section after January 15, 2026.

5.Section 3.4 is amended to add the following sentence to the end thereof:

Notwithstanding the foregoing or anything herein to the contrary, no additional Participants will become eligible for benefits under this Section after October 4, 2025.

6.Section 3.5 is amended to add the following sentence to the end thereof:

Notwithstanding the foregoing or anything herein to the contrary, no additional Participants will become eligible for benefits under this Section after October 4, 2025.

7.Section 3.6 is amended to add the following sentence to the end thereof:

Notwithstanding the foregoing or anything herein to the contrary, no additional Participants will become eligible for benefits under this Section after June 1, 2024.

8.Except as amended herein, the Plan shall continue in full force and effect.

IN WITNESS WHEREOF, Aflac Incorporated has caused this Amendment to the Plan to be executed on the date shown below.

AFLAC INCORPORATED

By:___________________________

Date:________________, 2023

FOURTH AMENDMENT TO THE

AMERICAN FAMILY CORPORATION

RETIREMENT PLAN FOR SENIOR OFFICERS

THIS FOURTH AMENDMENT to the American Family Corporation Retirement Plan for Senior Officers (the “Plan”) is made by Aflac Incorporated (as the successor to American Family Corporation; the “Company”).

WITNESSETH:

WHEREAS, the Company has previously established the Plan for the benefit of its eligible employees and their beneficiaries; and

WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) is authorized to amend the Plan; and

WHEREAS, the Compensation Committee has adopted and approved this Fourth Amendment, which freezes additional accruals of retirement income as of December 31, 2023; and

WHEREAS, Daniel P. Amos, as the Plan’s last remaining active participant, has accepted the changes in this Amendment;

NOW, THEREFORE, the Plan hereby is amended as follows:

1.Section IV.A of the Plan hereby is amended by deleting the first sentence thereof and by substituting in lieu thereof the following:

For the 12-month period beginning with the date of retirement, Participant shall be paid the same full compensation as he received during calendar year 2023.

2.Section IV.A(1) of the Plan hereby is amended by deleting the first sentence thereof and by substituting in lieu thereof the following:

Participant shall be paid, at the same pay intervals as active employees of the Company, at the rate of sixty (60) percent of the full compensation received from the Company or its subsidiaries in any of the last ten (10) calendar years ending before January 1, 2024, whichever is highest; such retirement compensation to be paid for the lifetime of the Participant and to terminate at the end of the calendar month in which Participant’s death occurs.

3.This Amendment is effective as of December 31, 2023.

4.Except as specifically amended hereby, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, an officer of Aflac Incorporated has executed this Amendment on the date written below.

AFLAC INCORPORATED

Date:

By:

Accepted:

Date:

Daniel P. Amos