AFLAC INC (AFL)

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2026 Annual Meeting Analysis

AFLAC INC · Meeting: May 4, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

11

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

11 FOR
✓ FOR
Daniel P. Amos

Aflac's 3-year price return of 81.5% outpaces the S&P 500 (^GSPC) by +19.0 percentage points, well below the 65pp threshold required to trigger an AGAINST vote for a director with strong positive absolute returns; no overboarding, attendance, or independence concerns apply.

✓ FOR
W. Paul Bowers

Stock performance does not trigger the TSR threshold (gap of +19.0pp vs. ^GSPC, threshold is 65pp); Bowers holds two public board seats (Aflac and Exelon), which is within the non-CEO limit; attendance is reported as satisfactory.

✓ FOR
Arthur R. Collins

TSR trigger does not apply; Collins holds three public board seats (Aflac, KB Home, RLJ Lodging Trust), within the four-seat limit; no independence, attendance, or qualifications concerns identified.

✓ FOR
Michael A. Forrester

Forrester joined the board in 2025, within the 24-month exemption window, so he is fully exempt from the TSR trigger; his investment management background is directly relevant to Aflac's needs.

✓ FOR
Miwako Hosoda

Director joined in 2023, less than 24 months before the meeting, placing her within or at the edge of the exemption window; regardless, the TSR trigger does not fire given Aflac's strong outperformance vs. ^GSPC; her public health and Japan market expertise is relevant.

✓ FOR
Thomas J. Kenny

TSR trigger does not apply; Kenny's investment management and fixed income background is directly relevant to Aflac's large investment portfolio; no overboarding or other policy concerns identified.

✓ FOR
Georgette D. Kiser

TSR trigger does not apply; Kiser holds three public board seats (Aflac, Jacobs Engineering, Adtalem), within the limit; her cybersecurity and technology expertise is valuable given Aflac's 2025 cyber incident.

✓ FOR
Karole F. Lloyd

TSR trigger does not apply; Lloyd holds two public board seats (Aflac and Churchill Downs), within the limit; as a retired Ernst & Young audit partner and CPA she meets the financial expertise requirement for the Audit and Risk Committee.

✓ FOR
Nobuchika Mori

TSR trigger does not apply; Mori's extensive Japan regulatory and financial expertise is directly relevant to Aflac's largest business segment; no overboarding or other concerns identified.

✓ FOR
Joseph L. Moskowitz

TSR trigger does not apply; Moskowitz's forty-year actuarial career in the insurance industry is highly relevant; he holds only one outside public board seat (Aflac) and serves on appropriate committees with demonstrated financial expertise.

✓ FOR
Katherine T. Rohrer

TSR trigger does not apply; Rohrer's academic leadership and financial management background provides relevant governance experience; no overboarding, attendance, or independence concerns identified.

All eleven director nominees receive a FOR vote. Aflac's 3-year total shareholder return of approximately 81.5% outperformed the S&P 500 Index (^GSPC) by +19.0 percentage points, which falls below the 65-percentage-point threshold required to trigger an AGAINST vote for directors with strong positive absolute returns. The board is 91% independent, maintains a Lead Non-Management Director with robust responsibilities, and the proxy discloses a board skills matrix. No director is overboarded, and attendance was satisfactory for all nominees.

Say on Pay

✓ FOR

CEO

Daniel P. Amos

Total Comp

$25,033,687

Prior Support

96.6%%

The CEO's total reported compensation of approximately $25 million is within a reasonable range for the CEO of a $55 billion market cap insurance company, and the compensation structure is heavily performance-weighted — 91% of the CEO's target pay is variable (22% annual incentive and 69% long-term equity), well above the 50-60% threshold required by policy. Aflac's 3-year total shareholder return of 81.5% outperformed the S&P 500 Index (^GSPC) by +19.0 percentage points, confirming that above-benchmark incentive pay is justified by shareholder outcomes. The company has maintained a clawback policy since 2007, received 96.6% Say-on-Pay support in 2025, and uses multi-year performance metrics (return on equity, capital ratios, and relative TSR) that are long-term and meaningful rather than easily manipulated short-term targets.

Auditor Ratification

✓ FOR

Auditor

KPMG LLP

Tenure

N/A

Audit Fees

$11,344,198

Non-Audit Fees

$2,562,712

Non-audit fees (audit-related fees of $2,012,712 plus tax fees of $550,000 = $2,562,712) represent approximately 22.6% of audit fees ($11,344,198), well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of Aflac's size and complexity. Auditor tenure is not disclosed in the filing, so no tenure trigger can fire under policy, and no material restatements are noted.

Stockholder Proposals

1 proposal submitted by shareholders

Proposal 4

Proposal 4 - Independent Board Chairman

✓ FOR
Filed by:John CheveddenIndividual ActivistGovernance
Board recommends: AGAINST
credible governance activist filerstructural governance proposal — separation of CEO and Chair rolesno prior-year vote history availableAflac has a combined CEO/Chair structure with Daniel P. Amos holding both roles for nearly 25 years

John Chevedden is a well-known individual governance activist with a long track record of submitting governance-focused proposals, so this filer type is taken seriously rather than dismissed. The proposal asks for a structural governance improvement — separating the CEO and Chairman roles — which is a mainstream governance reform that reduces the risk of conflicts of interest when one person controls both management and board oversight. While Aflac does have a Lead Non-Management Director with meaningful responsibilities, the combined CEO/Chair role has been held by the same individual for approximately 25 years, and the lack of a prior-year vote record (the company prevented a 2025 vote on a shareholder proposal) means shareholders have not had a recent opportunity to express their view on this governance structure, making a FOR vote appropriate to signal support for independent board leadership.

Overall Assessment

The 2026 Aflac annual meeting ballot contains four proposals: election of eleven directors (all recommended FOR based on strong 3-year TSR outperformance versus the S&P 500 Index (^GSPC) and no policy triggers firing), ratification of KPMG (FOR, with non-audit fees well within the 50% threshold), an advisory Say-on-Pay vote (FOR, given a heavily performance-weighted pay structure and strong shareholder returns), and a stockholder proposal from governance activist John Chevedden requesting an independent board chairman (FOR, as a credible governance-structural ask from a serious filer in the context of a 25-year combined CEO/Chair arrangement).

Filing date: March 19, 2026·Policy v1.2·high confidence

Compensation Peer Group

1 companies disclosed in 2026 proxy filing

^GSPC__INDEX_BENCHMARK__:S&P 500 Index