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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): March 1, 2021
THE ALLSTATE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-11840
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36-3871531
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2775 Sanders Road, Northbrook, Illinois 60062
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (847) 402-5000
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:
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Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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ALL
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New York Stock Exchange Chicago Stock Exchange
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5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053
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ALL.PR.B
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New York Stock Exchange
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Depositary Shares represent 1/1,000th of a share of 5.625% Noncumulative Preferred Stock, Series G
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ALL PR G
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New York Stock Exchange
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Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series H
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ALL PR H
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New York Stock Exchange
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Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series I
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ALL PR I
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New York Stock Exchange
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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).
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Emerging growth company
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☐
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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. ☐
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 1, 2021, the Registrant’s Board of Directors approved an amendment to the Registrant’s change in control severance plan (the “Amendment”) reducing benefits payable to the Registrant’s chief executive officer (“CEO”) in the event of a change of control. The Amendment reduces the CEO’s amount of cash severance payable from three times to two times the sum of base salary and target annual bonus, which is the same amount of cash severance payable to the Registrant’s other plan participants. The CEO requested the Amendment, and the reduction in the cash severance payable to him is effective immediately.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment attached as Exhibit 10.1 and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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104
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Cover Page Interactive Data File (formatted as inline XBRL).
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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.
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THE ALLSTATE CORPORATION
(Registrant)
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By:
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/s/ Daniel G. Gordon
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Name:
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Daniel G. Gordon
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Title:
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Vice President, Assistant General Counsel and Assistant Secretary
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Date: March 1, 2021
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AMENDMENT TO
THE ALLSTATE CORPORATION
CHANGE IN CONTROL SEVERANCE PLAN
The Allstate Corporation Change in Control Severance Plan, effective as of December 30, 2011 (the “Plan”), is hereby amended effective March 1, 2021, as set forth below.
1. Section 3.17 of the Plan is hereby amended as follows:
3.17 Reserved.
2. Section 6.1(a)(iii) of the Plan is hereby amended as follows:
(iii) an amount equal to two (2.0) times the sum of the Participant’s Base Salary and Target Annual Bonus, each determined as of the Termination Date; provided, however, that any reduction in the Participant’s Base Salary or Target Annual Bonus that would qualify as Good Reason shall be disregarded for this purpose; and
Except as set forth herein, the Plan shall remain in full force and effect.