Allstate 8-K 2006
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 9, 2006
THE ALLSTATE CORPORATION
(Exact name of Registrant as Specified in Charter)
2775 Sanders Road
Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On September 10, 2006, the Registrants Board of Directors increased the annual fees for non-employee directors who serve as chairs of committees of the Board from $10,000 to $15,000, effective June 1, 2007, but made no other changes to non-employee director compensation. A summary of non-employee director compensation is attached as Exhibit 10.1 to this report.
On September 10, 2006, the Board approved the amendment and restatement of the Registrants: (1) Amended and Restated 2001 Equity Incentive Plan; (2) 2006 Equity Compensation Plan for Non-Employee Directors; (3) Equity Incentive Plan for Non-Employee Directors; and (4) Equity Incentive Plan, (collectively Plans). Existing provisions in the Plans regarding anti-dilution adjustments of awards were revised to make them more clearly mandatory in instances of equity restructurings, such as stock splits. The Plans were amended to reflect recent interpretations of Financial Accounting Standards No. 123 (revised 2004) (FAS 123R). Under the recent interpretations, FAS 123R could result in the triggering of possibly significant compensation costs for companies that adjust terms of equity awards to preserve award value after an equity restructuring event unless the equity awards contain mandatory anti-dilution provisions. At the same time, FAS 123R permits the Plans to be amended in order to add a mandatory anti-dilution provision or modify an existing anti-dilution provision without incurring compensation costs so long as the amendment is not made in contemplation of an equity restructuring event. The Board decided to amend the Plans now and revise the anti-dilution provisions to make them more clearly mandatory while the Registrant is not contemplating any such equity restructuring event. Copies of the amended and restated Plans are attached as Exhibits 10.2, 10.3, 10.4 and 10.5 to this report.
Section 5 Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers;
Election of Directors;
On September 9, 2006, the Board elected Robert D. Beyer to the Registrants Board of Directors. The Board has not yet determined Mr. Beyers committee assignments. A copy of the press release announcing Mr. Beyers election is attached as Exhibit 99 to this report.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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.