AFLAC INC 8-K

What Happened
Aflac Incorporated filed an 8-K on May 7, 2026 reporting the results of its annual shareholder meeting. All 11 director nominees were re-elected; the non-binding advisory vote on executive compensation (say-on-pay) was approved; the appointment of KPMG LLP as independent registered public accounting firm for 2026 was ratified; a shareholder proposal to require an independent board chairman was not approved. Total voting rights at the meeting were 1,495,448,165, and the meeting vote was influenced by the J&A Alliance Trust, which holds 20% of the voting power and is subject to a shareholders agreement that imposes proportional voting restrictions.

Key Details

• Meeting date and filing: May 7, 2026 (8-K filed May 7, 2026). Total shares entitled to vote: 515,183,672. Total voting rights: 1,495,448,165.
• Board elections: All 11 nominees elected. Individual "For" votes ranged from 1,085,917,275 (Katherine T. Rohrer) to 1,124,829,994 (Michael A. Forrester).
• Say-on-pay: Approved — For: 1,082,304,402; Against: 43,858,310; Abstentions: 5,546,788; Broker non-votes: 73,795,282.
• Independent-chair proposal: Rejected — For: 136,304,171; Against: 982,422,907; Abstentions: 12,982,422; Broker non-votes: 73,795,282.
• Auditor ratification: KPMG LLP ratified — For: 1,166,216,707; Against: 37,699,881; Abstentions: 1,588,194; Broker non-votes: 0.
• Governance note: The J&A Alliance Trust holds ~20% of voting power; under the February 28, 2019 shareholders agreement, the Trust must vote excess shares above 20% and votes in change-in-control transactions proportionally to non-Trust shares (see proxy for full terms).

Why It Matters
These results confirm board continuity and clear shareholder support for the company's executive compensation program and auditor for 2026. The decisive rejection of the independent-chair proposal means Aflac will retain its current chairman structure. The J&A Alliance Trust’s 20% stake and the related voting restrictions are material to corporate governance and can affect outcomes of future votes; investors should review the proxy disclosure for details.