AFLAC INC (AFL)
Sector: Financials
2026 Annual Meeting Analysis
AFLAC INC · Meeting: May 4, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
✓ FORCEO
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
✓ FORAuditor
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
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).
Compensation Peer Group
1 companies disclosed in 2026 proxy filing