Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 15, 2023

THE ALLSTATE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-11840

36-3871531

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3100 Sanders Road, Northbrook, Illinois 60062

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (847) 402-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ALL	New York Stock Exchange Chicago Stock Exchange
5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053	ALL.PR.B	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series H	ALL PR H	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series I	ALL PR I	New York Stock Exchange
Depositary Shares represent 1/1,000th of a share of 7.375% Noncumulative Preferred Stock, Series J	ALL PR J	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 15, 2023, the Board of Directors of the Registrant elected Maria R. Morris as a director effective January 2, 2024. The Board has not yet determined Ms. Morris’s committee assignments. Ms. Morris’s compensation will be consistent with the Registrant’s previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Registrant’s most recent proxy statement filed with the Securities and Exchange Commission on April 10, 2023, under the heading “Director Compensation.” Ms. Morris’s compensation will be prorated to reflect the commencement date of her Board service. In addition, the Registrant expects to enter into an indemnification agreement with Ms. Morris in substantially the form filed as Exhibit 10.2 to its quarterly report on Form 10-Q for the quarter ended June 30, 2007. A copy of the press release announcing Ms. Morris’s election is attached as Exhibit 99.1 to this report.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description

99						The Registrant’s Press Release dated November 2 1 , 2023
104						Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	THE ALLSTATE CORPORATION (Registrant)

	By:	/s/Leanne McWilliams
	Name:	Leanne McWilliams
	Title:	Assistant Secretary

Date: November 21, 2023

Exhibit 99

NEWS

FOR IMMEDIATE RELEASE

Contact: Al Scott

(847) 402-5600

Allstate Elects Maria Morris to Board of Directors

NORTHBROOK, Ill., November 21, 2023 – The Allstate Corporation (NYSE: ALL) announced that Maria Morris, 61, former Executive Vice President, Global Employee Benefits, MetLife (NYSE: MET), has been elected to Allstate’s board of directors, effective January 2, 2024.

“Maria’s broad insurance experience at MetLife, from employee benefits to personal property liability, will provide support in executing our plans to improve profitability. In addition, her successful strategic, operational and technology leadership will provide expertise in overseeing the strategy to increase market share and broaden protection provided to customers,” said Tom Wilson, Allstate Chair, President and CEO. “Maria’s board experience in financial services and risk management adds yet another dimension to an exceptional board,” added Allstate Lead Director Gregg Sherrill.

“Allstate is a highly trusted brand in a critical industry and a company known for forward-thinking leaders and an experienced board,” said Morris. “I am excited to build on Allstate’s history of success.”

Morris served on MetLife’s Executive Group for almost a decade and held numerous senior leadership positions in her 33-year career, culminating with leadership of the Global Employee Benefits business. Morris serves on the Boards of Wells Fargo & Co., S&P Global and Resolution Life. She is the National Board chair of All Stars Project, and on the boards of Catholic Charities of New York and Helen Keller International.

Financial information, including material announcements about The Allstate Corporation, is routinely posted on www.allstateinvestors.com.

###

Cover	Nov. 15, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 15, 2023
Entity Registrant Name	ALLSTATE CORP
Entity Address, Address Line One	3100 Sanders Road
Entity Address, City or Town	Northbrook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60062
City Area Code	847
Local Phone Number	402-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000899051
Entity Tax Identification Number	36-3871531
Entity Incorporation, State or Country Code	DE
Entity File Number	1-11840
Subordinated Debentures Due 2053 at 5.10 Percent [Member] \| NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
Title of 12(b) Security	5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053
Trading Symbol	ALL.PR.B
Security Exchange Name	NYSE
Series H Preferred Stock [Member] \| NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares represent 1/1,000th of a share of 5.100% Noncumulative Preferred Stock, Series H
Trading Symbol	ALL PR H
Security Exchange Name	NYSE
Series I Preferred Stock [Member] \| NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares represent 1/1,000th of a share of 4.750% Noncumulative Preferred Stock, Series I
Trading Symbol	ALL PR I
Security Exchange Name	NYSE
Common Stock [Member] \| NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	ALL
Security Exchange Name	NYSE
Common Stock [Member] \| CHICAGO STOCK EXCHANGE, INC [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	ALL
Security Exchange Name	CHX
all_SeriesJPreferredStockMember \| NEW YORK STOCK EXCHANGE, INC. [Member]
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares represent 1/1,000th of a share of 7.375% Noncumulative Preferred Stock, Series J
Trading Symbol	ALL PR J
Security Exchange Name	NYSE