Aflac Incorporated | Separate Chair & CEO at Aflac Incorporated

Status
Filed
Previous AGM date
Resolution details
Company ticker
AFL
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. Aflac apparently does not like shareholder proposals. Aflac is believed to have used dishonest means to prevent a vote on a 2025 shareholder proposal. Ms. Katherine Rohrer, Chair of the Aflac Governance Committee is ultimately responsible for this negative view. Now could be a ripe time for this policy since Aflac stock performance was flat year-over-year in late 2025 despite a robust stock market. Plus challenging news reports regarding Aflac emerged in 2025. Aflac's first-quarter 2025 revenue of $3.4 billion was significantly below analysts' forecasts of $4.2 billion, largely due to net investment losses. In June 2025, Aflac was one of several insurance companies targeted in a "cybercrime campaign" by a hacking group known as "Scattered Spider." The hack put customer Social Security numbers, insurance claims, and health data at risk. Following the data breach, multiple class-action lawsuits were filed against Aflac, accusing the company of negligence, breach of contract, and invasion of privacy. The lawsuits charged that Aflac was warned about such risks for years but under-spent on digital security. Several analyses suggested caution regarding Aflac stock, citing Aflac?s high price-to-earnings ratio compared to peers and the ongoing challenges in its Japanese market.

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