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These excerpts taken from the ALL 10-K filed Feb 26, 2009. Item 9B. Other Information None. 221
This excerpt taken from the ALL 10-Q filed Nov 6, 2008. Item 5. Other Information.
On September 25, 2008, Deloitte & Touche LLP (“Deloitte”), our registered public accounting firm, advised the Allstate Audit Committee that it had become aware that a former Deloitte advisory partner (the “Former Advisory Partner”), who for a number of years had been part of our client service team, traded in our securities on two occasions in 2006. Deloitte concluded that these securities transactions violated the SEC’s independence rules. Deloitte had conducted an internal review and concluded that the Former Advisory Partner’s actions did not impair Deloitte’s impartiality or objectivity or that of the engagement team that has conducted our audits. Deloitte’s audit engagement team consisted of a lead client service partner, who had responsibility for all substantive issues with respect to the planning, scope and conduct of the audit, an additional audit partner, a concurring review partner, a senior manager, additional professional staff, as well as the Former Advisory Partner, who functioned primarily in a client relationship and assessment role and had no substantive or technical role in the audit. The Former Advisory Partner attended many, but not all, Audit Committee meetings. His primary role was to function in a client service role, including conducting Deloitte’s annual client service assessments and he did not review any substantive audit matters with the Audit Committee at any of these meetings. Deloitte provided a draft letter on September 25 to the Audit Committee concluding the actions of its Former Advisory Partner did not impair Deloitte’s past or continuing independence.
The Audit Committee thereafter initiated its own review with the assistance of external counsel. The Audit Committee and its external counsel held meetings with Deloitte and had frequent contacts with Deloitte and its counsel. The Audit Committee held meetings concerning the progress of its review on September 29, October 8, 17, and 30, 2008. The review included an examination of our relationship to the Former Advisory Partner and his role on our engagement. Over the course of the review, the Audit Committee’s counsel examined a substantial number of documents and communications from our files and Deloitte’s, including the Former Advisory Partner’s annual goals and assessments, his communication with the audit engagement team and with Allstate management and Audit Committee members, his independence certifications, and email and other documents relating to our audit engagement. The Audit Committee’s external counsel's review established that the Former Advisory Partner had functioned in a client service role and had not been involved in the substantive audit or influenced any substantive portion of any audit or review of our financial statements. The Audit Committee members confirmed that this was their view of the role of the Former Advisory Partner. The Audit Committee and its external counsel also met with our financial management team as well as with senior management of Deloitte, including the current and former lead client service partners. The Audit Committee’s review confirmed Deloitte’s findings that the Former Advisory Partner met with our Audit Committee as well as senior Allstate management, for the purpose of enhancing Deloitte’s client service to us rather than participating in the audit or review.
The Audit Committee concurs with Deloitte’s conclusion, reconfirmed in its letter to the Audit Committee issued October 31, 2008, that Deloitte’s impartiality or objectivity related to its audits of Allstate has not been compromised and therefore, notwithstanding the violation of the independence rules, Deloitte's independence was not impaired. In reaching this conclusion, the Audit Committee took into consideration the following: (i) the Former Advisory Partner is no longer a partner or otherwise affiliated with Deloitte; (ii) it appears that the trades in Allstate securities were isolated incidents; (iii) the Former Advisory Partner did not disclose his investments to Deloitte, in contravention of Deloitte’s independence policies; (iv) the problem was corrected as promptly as possible; (v) the Former Advisory Partner had no responsibility for, and was not involved in, the conduct of the audit of Allstate; (vi) it appears that the Former Advisory Partner did not exercise any influence over the conduct of the audit or Deloitte’s conclusions with respect to the audit or accounting consultations related to the audit; (vii) there is no indication of independence issues with respect to other members of the engagement team; and (viii) Deloitte has in place a quality control system that meets the requirements of the SEC and the Public Company Accounting Oversight Board, and provides reasonable assurance that the accounting firm and its employees do not lack independence. The Audit Committee and Deloitte separately reported their conclusions to the SEC Staff.
These excerpts taken from the ALL 10-K filed Feb 27, 2008. Item 9B. Other Information The following disclosures relate to actions taken by the Board of Directors of The Allstate Corporation and its committees on February 26, 2008 and would otherwise have been reported during the first fiscal quarter of 2008 on a Form 8-K under the heading "Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers:"
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maximum award opportunities. The Committee has the authority to adjust the amount of awards, but has no authority to increase the amount of an award otherwise payable under the Covered Employee Plan. The Committee approved performance measures and target award opportunities under the plans for 2008. The same performance measures apply to both the Covered Employee Plan and Executive Plan. These performance measures and target awards are described on Exhibit 10.5. In addition, on February 26, 2008:
These change of control arrangements are being revised in order to comply with recently adopted Internal Revenue Service regulations under Section 409A of the Internal Revenue Code regarding deferred compensation ("409A Regulations"). They also are being revised to eliminate certain benefits based on the recommendation of the Registrant's Compensation and Succession Committee and the advice of that Committee's executive compensation consultant. Under the revised form of change of control agreement, an executive will no longer receive severance benefits for voluntarily terminating employment during the 13th month following a change of control. In order to receive severance benefits following a change of control, the executive must have been terminated by Allstate Insurance Company or a subsidiary without cause or as a result of disability or the executive must have terminated employment for good reason (adverse changes in the terms or conditions of employment such as a material reduction in base compensation, a material change in authority, duties or responsibilities, or a material change in job location). In addition, the amount payable to an executive who terminates employment for good reason or who is terminated without cause or as a result of disability following a change of control will no longer include a component equal to three times the executive's target annualized long-term cash incentive award. Furthermore, the benefits will be available to an executive who terminates employment for good reason or who is terminated without cause or as a result of disability only if such termination occurs within two years (replacing the current three years) following the change of control. The revised form of Tier One Change of Control Agreement was approved by the Registrant's Board of Directors to be effective as of December 31, 2007. A copy of the revised form is attached hereto as Exhibit 10.29. 228
into any new form of change of control arrangement. The form of termination is attached hereto as Exhibit 10.31. The press release is attached hereto as Exhibit 99. 229 Item 9B. Other Information The following disclosures relate to actions taken by the Board of Directors of The Allstate Corporation and its committees on February 26, 2008 and would
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This excerpt taken from the ALL 10-Q filed Aug 1, 2007. Item 5. Other Information The Company is entering into indemnification agreements with each member of its Board of Directors. The first of these agreements was executed on July 27, 2007. Consistent with the indemnification rights provided to directors under the Company’s bylaws, the indemnification agreements provide that the Company will indemnify each director who is made a party to any proceeding by reason of the fact that such person is a director. The agreements provide that the Company will indemnify each such director against liabilities, expenses, judgments, fines, penalties, excise taxes or penalties assessed with respect to any employee benefit plan, and amounts paid in settlement to the fullest extent permitted by law. In addition, among other things, the indemnification agreements extend indemnification rights to spouses of the directors; provide indemnification to cover expenses of serving as a witness in certain proceedings; establish procedures for determining the right to indemnification and deadlines for the payment of indemnification; establish procedures for requesting advances of expenses incurred in certain proceedings and deadlines for the advancement of expenses; and allocate expenses incurred under the agreement. The form of indemnification agreement, attached hereto as Exhibit 10.2, is incorporated herein by reference. This information would otherwise have been reported during the third fiscal quarter of 2007 on a current report on Form 8-K under the heading “Item 1.01 Entry into a Material Definitive Agreement.” This excerpt taken from the ALL 10-K filed Feb 22, 2007. Item 9B. Other Information The following disclosures relate to actions taken by the Board of Directors of The Allstate Corporation and its committees on February 20, 2007 and would otherwise have been reported during the first fiscal quarter of 2007 on a Form 8-K under the heading "Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers:"
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as of the date he became President and Chief Executive Officer, January 1, 2007. These salaries may be changed at any time at the discretion of the Board.
The Committee approved performance measures and target award opportunities under the plans for 2007. The same performance measures apply to both the Covered Employee Plan and Executive Plan. For the chairman, chief executive officer, chief financial officer and other executive officers in corporate functions, there are two equally-weighted measures. One is based on an adjusted operating income per diluted share measure. The other measure is based on combined business unit results. For Allstate Protection executive officers, their award opportunity is based on four performance measures, generally weighted as follows: 45% based on a matrix used by management to emphasize a balanced approach to premium growth and profit; 15% based on a measure of sales and profitability of proprietary and non-proprietary financial products; 20% based on a measure of customer loyalty; and 20% based on the corporate adjusted operating income per diluted share measure. For the Allstate Financial executive officers, there are four performance measures, weighted as follows: 30% based on adjusted Allstate Financial operating income; 20% based on a measure of the sales of Allstate Financial products by Allstate exclusive agencies and the profitability of those sales; 30% based on a matrix used by management to emphasize a balanced approach to growth and profit; and 20% based on the corporate adjusted operating income per diluted share measure. For the executive officer in the Investments business unit, there are six performance measures, weighted as follows: 20% based on a measure of the Allstate Insurance Company portfolio one-year return; 20% based on a measure of the Allstate Insurance Company portfolio three-year return; 30% based on two measures of Allstate Financial yield on purchases of fixed income securities relative to a benchmark; 10% on a measure of Allstate Financial realized capital losses attributed to credit loss; and 20% based on the corporate adjusted operating income per diluted share measure. Threshold, target and maximum levels of performance are established for each performance measure. If the maximum level of performance is achieved, the award would be three times the executive officer's target award, with target awards generally ranging from 50% to 120% of annual salary for the fiscal year. 217 has the authority to adjust the amount of awards payable under the Plan, but has no authority to increase the amount of an award otherwise payable to a "covered employee" as defined in Section 162(m)(3) of the Internal Revenue Code. The Committee approved performance measures and target award opportunities for the 2007-2009 three-year performance cycle. The award opportunities are based on three performance measures. 50% of the award opportunity is based on a three-year adjusted average net income return on equity measure, as compared to a peer group of companies representing both the property/casualty and financial services industries. No payment based on this return on equity measure is made unless that return exceeds the average rate on three-year Treasury Notes over the three-year cycle, plus 200 basis points. 25% of the award opportunity is based on a measure of Allstate Protection's growth in policies in force ("PIF") over the three-year cycle, excluding property insurance, Motor Club, and the loan protection business. The remaining 25% is based on a measure of three year-average Allstate Financial operating income return on capital. Threshold, target and maximum levels of performance are established for each performance measure. If the maximum level of performance is achieved, the award would be three times the executive officer's target award, with target awards generally ranging from 40% to 155% of salary. In addition, on February 20, 2007, the Board of Directors approved the amendment and restatement of The Allstate Corporation's bylaws to provide for majority voting in the election of directors; to provide for enhanced notice and director qualification requirements; and to change the stockholder vote necessary to amend the bylaws. This would otherwise have been reported during the first fiscal quarter of 2007 on a Form 8-K under the heading "Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year:" 218 Part III This excerpt taken from the ALL 10-Q filed May 3, 2006. Item 5. Other Information.
In order to remove extraneous and outdated information and to clarify the description of its securities, the registrant amends its General Form for Registration of Securities Pursuant to Section 12(b) of the Securities Exchange Act of 1934 on Form 10 (the “Registration”) by amending and restating Item 11 to read as follows:
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This excerpt taken from the ALL 10-K filed Feb 24, 2005. Item 9B. Other Information The following disclosures relate to actions taken by the Board of Directors of The Allstate Corporation and the Compensation and Succession Committee of the Board on February 22, 2005 and would otherwise have been filed during the first fiscal quarter of 2005 on a Form 8-K under the heading "Item 1.01. Entry into a Material Definitive Agreement:"
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addition, the Compensation and Succession Committee granted the following restricted stock unit (RSU) awards under the 2001 Equity Incentive Plan to the company's named executive officers: Edward M. Liddy, Chairman, President and Chief Executive Officer, 35,083 RSUs; Danny L. Hale, Vice President and Chief Financial Officer, 9,097 RSUs; Ronald D. McNeil, Senior Vice President, Allstate Protection Product Distribution, 6,009 RSUs; Robert W. Pike, Vice President and Secretary, 8,847 RSUs; and Thomas J. Wilson, II, President, Allstate Protection, 16,818 RSUs. The Committee approved performance goals and target awards for 2005. The same performance goals and target awards apply to both the Covered Employee Plan and Executive Plan. For the chief executive officer and executive officers in corporate functions, there are two equally-weighted goals. One is based on an adjusted operating income per diluted share measure as approved by the Committee. The other goal is based on combined business unit results. For Allstate Protection executive officers, their award opportunity is based on five performance goals, weighted as follows: 50% based on a matrix that measures the results of premium growth, policy growth and combined ratio; 15% based on a matrix measuring sales of Allstate Financial products by Allstate exclusive agencies; 10% based on expense ratio reduction; 15% based on a measure of customer loyalty; and 10% based on the corporate adjusted operating income per diluted share measure. For the Allstate Financial executive officer, there are six performance goals, weighted as follows: 30% based on adjusted Allstate Financial operating income; 20% based on expense management; 15% based on new traditional life premiums; 15% based on annuity sales; 10% based on profitability of new sales; and 10% based on the corporate adjusted operating income per diluted share measure. For the executive officer in the Investments business unit, there are four performance goals, weighted as follows: 45% based on property/casualty portfolio total return; 35% on Allstate Financial spread volume goal; 10% on Allstate Financial portfolio loss reduction; and 10% based on the corporate adjusted operating income per diluted share measure. Threshold, target and maximum levels of performance are established for each performance goal. If the maximum level of performance is achieved, the award would be three times the executive officer's target award, with target awards ranging from 70% to 120% of annual salary for the fiscal year. 189 | EXCERPTS ON THIS PAGE:
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