ALLSTATE CORP (Form: 8-K, Received: 02/01/2023 08:01:41)

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): February 1, 2023

THE ALLSTATE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-11840

36-3871531

(State or other
jurisdiction of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

3100 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:


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ALL	New York Stock Exchange Chicago Stock Exchange
5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053	ALL.PR.B	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 5.625% Noncumulative Preferred Stock, Series G	ALL PR G	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series H	ALL PR H	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series I	ALL PR I	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. ____

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 February 1, 2023, the Board of Directors of the Registrant elected Monica Turner as a director effective immediately. The Board has not yet determined Ms. Turner’s committee assignments. Ms. Turner’s compensation will be consistent with the Registrant’s previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Registrant’s most recent proxy statement filed with the Securities and Exchange Commission on April 11, 2022, under the heading “Director Compensation.” Ms. Turner’s compensation will be prorated to reflect the commencement date of her Board service. In addition, the Registrant expects to enter into an indemnification agreement with Ms. Turner in substantially the form filed as Exhibit 10.2 to its quarterly report on Form 10-Q for the quarter ended June 30, 2007. A copy of the press release announcing these changes is attached as Exhibit 99 to this report.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description

99						The Registrant’s Press Release dated February 1, 2023
104						Cover Page Interactive Data File (formatted as inline XBRL).

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.

THE ALLSTATE CORPORATION

(Registrant)

By:

/s/ Daniel G. Gordon

Name:

Daniel G. Gordon

Title:

Vice President, Assistant General

Counsel and Assistant Secretary

Date:

February 1, 2023

Exhibit 99

NEWS

FOR IMMEDIATE RELEASE

Contact: Al Scott

(847) 402-5600

Allstate Elects Monica Turner to Board of Directors

NORTHBROOK, Ill., Feb. 1, 2023 – The Allstate Corporation (NYSE: ALL) announced that Monica Turner, 57, President, North America, at Procter & Gamble (NYSE: PG), has been elected to Allstate’s board of directors, effective Feb. 1. As of that date, Allstate’s board will have 12 directors.

“Monica’s extensive strategic expertise with consumer-focused brands and outstanding operational leadership capabilities will enhance the value added by our board,” said Tom Wilson, Allstate Chair, President and CEO. “She will add invaluable perspective as we build the future of protection with a wide range of products that are simple, affordable and connected.”

“Allstate is one of America’s iconic and trusted brands, with forward-thinking leaders and a terrific board,” said Turner. “I look forward to being part of the success of building on Allstate’s legacy of operational excellence and innovation.”

Procter & Gamble is one of the world’s largest consumer goods companies with one of the strongest portfolios of trusted, quality, leadership brands. As President of North America, Turner is responsible for P&G’s largest and most profitable region, serving 370 million customers in the U.S., Canada and Puerto Rico. She is also a member of P&G’s Global Leadership Council. She joined the Cincinnati-based company in 1987, and has served in a wide range of roles with increasing responsibility across nearly all of P&G’s business units.

Financial information, including material announcements about The Allstate Corporation, is routinely posted on www.allstateinvestors.com.

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