Allstate (ALL)

Stockholder Voting Requirements

Directors are elected if they receive the vote of the majority of the votes cast at any meeting for the election of directors at which a quorum is present.  A majority of votes cast means the number of shares voted “FOR” a director exceeds 50% of the votes cast with respect to that director’s election.  Votes cast shall include votes to withhold authority in each case and exclude abstentions.

Except as otherwise provided in Allstate’s certificate of incorporation or in its bylaws or as required by law, all other matters can be approved by the affirmative vote of a majority of the shares represented at a meeting and entitled to vote on the matter.

Stockholder Voting Requirements

Directors are elected at a stockholders’ meeting if they receive a plurality of the votes present in person or represented by proxy. However, the Allstate board has adopted a “Majority Votes in Director Elections Policy” to address the consequences of an uncontested election in which any nominee receives a greater number of votes “withheld” from his or her election than votes “for” that election.

Except as otherwise provided in Allstate’s certificate of incorporation or in its by-laws or as required by law, all other matters can be approved by the affirmative vote of a majority of the shares represented at a meeting and entitled to vote on the matter.