AGM 2026

May 22, 2026

Morning. Welcome to Allstate's 2026 Annual Shareholders' Meeting. I'm Tom Wilson, Chair, President, and CEO of Allstate. Your Board of Directors is present with us today. They bring a wealth of expertise and a diverse range of backgrounds. Their oversight, industry knowledge, and commitment to corporate governance serve shareholders well. Allstate's Vice President Deputy General Counsel, Julie Cho, will act as Secretary of the meeting. Let me first call the meeting to order, and let's go through the agenda, which is on the meeting site. We begin with four proposals that are listed in the proxy. If you have any questions or comments about these proposals, there'll be time after all four of them have been presented for discussion. You can submit your questions and vote your shares on the virtual meeting site as well if you want. If you've already voted, you don't need to vote again. When the preliminary vote is tabulated, we'll report the results, and the stockholder meeting will be concluded. Mr. Charles Zade of American Election Services, LLC is with us today since he's been appointed by the Board of Directors to act as the independent inspector for the voting. We also have two Deloitte & Touche partners here since you're voting on their representation as the company's independent registered public accountant. After the stockholders' meeting is concluded, I'll report on the state of your company. After those prepared remarks, there's an opportunity for general questions or comments not related to the four proposals we're being acted on today. Obviously, some of today's discussion will include forward-looking statements that would benefit from the extensive disclosures in our 2025 Form 10-K and all the other public documents we put out there. Please use all that information made available to you when you're making decisions regarding the company. As you know, nobody can predict the future, actual results may differ materially from the statements made today. We'll be using the rules of conduct today that are on the meeting site we can cover as many topics as possible and are respectful of your time, please pay attention to those rules. If there's a technology disruption or failure that interferes with the meeting, we may adjourn, recess, or expedite the meeting, and updates regarding any reconvening of the stockholders' meeting would be available on the investor relations portion of our website. Ms. Cho has confirmed a quorum is present, we're duly convened for the purpose of acting on the items of business that are properly presented. The polls are now open for each of the items listed in the proxy statement for consideration at the meeting. I'll present the four items to be acted on, and Ms. Cho will make the motion. If you have a question or comment on any of these items, you'll have an opportunity to raise it after we present all four proposals. The first item of business is the election of the 11 directors' names in the proxy statement for terms expiring at the 2027 annual meeting. The nominees were selected to provide a broad set of capabilities, experience, and backgrounds to effectively oversee Allstate. Mr. Chairman, I nominate the 11 nominees listed in the 2026 proxy statement. No other persons have been nominated in accordance with the company bylaws. The nominations are now closed. The second item of business is the advisory vote on the compensation of the named executives. The board's Compensation and Human Capital Committee uses an independent consultant and investor feedback when determining compensation programs. Mr. Chairman, I move that the compensation of the named executives be approved. The third item of business is the ratification of the appointment of Deloitte & Touche as the independent registered public accountant for 2026. The Audit Committee has thoroughly reviewed Deloitte & Touche's performance and their independence and has selected the firm as the company's independent registered accounting firm for this year. Mr. Chairman, I move that the appointment of Deloitte & Touche as independent registered public accountant for 2026 be ratified. The fourth and final item of business is a proposal on the report on the use of ESG and DEI metrics in the executive compensation that was submitted by The Heritage Foundation. Mr. Stefan Padfield is invited to make the motion on this matter as an authorized representative of The Heritage Foundation. Mr. Padfield, you've been allocated three minutes to present your proposal. Operator, could you give Mr. Padfield the opportunity to present this proposal? My name is Stefan Padfield, and I'm a principal at the Free Enterprise Initiative, which is part of The Heritage Foundation. The Heritage Foundation is the proponent of Item 4, which requests a report on the risks of incorporating ESG and DEI metrics into executive compensation plans. Corporate directors are tasked with oversight of corporate governance red flags. Unfortunately, the board's opposition statement to our proposal is full of them. First, Allstate refused to engage with us on the substance of the proposal, which calls into question the extent to which its decision to oppose our proposal was fully informed. Second, the board asserts that the metrics we cite for evaluation are not currently being used. Putting aside the fact that this might have supported withdrawal of the proposal had Allstate not refused to engage with us, this assertion also ignores the fact that our proposal specifically asks whether the use of such metrics will resume and whether past progress on such metrics will be considered due to rolling performance cycles. Third, the company has apparently stated that its Nominating, Governance and Social Responsibility Committee assignments are determined in part by a director's standing as a driver of inclusion and diversity initiatives without adequately explaining how that increases the company's ROI. In its opposition statement, the board simply ignores this issue. Relatedly, and constituting a fourth red flag, the board asserts that inclusive diversity has been one of Allstate's core values for more than 20 years and has benefited customers, shareholders, and employees. How does Allstate know that? How does Allstate measure that? For what it's worth, as of May 18th, 2026, Allstate has apparently underperformed the S&P 500 by roughly 16 percentage points the past 12 months. Fifth, the board states that the Compensation and Human Capital Committee incorporates shareholder feedback into compensation programs based on multiple conversations each year with owners of approximately a third of outstanding shares. However, this arguably limits the committee's information gathering to the big three asset managers, plus perhaps no more than two other asset managers. Given all the apparent conflicts of interest those asset managers are subject to, not to mention the proxy advisors driving much of the relevant voting outcome, this again calls into question whether Allstate's relevant decision-making is fully informed or limited to an echo chamber. Speaking of biased echo chamber decision-making, a sixth red flag comes in the form of Allstate being rated high risk on the 1792 Exchange's corporate bias ratings and scoring a meager 10% on Alliance Defending Freedom's Viewpoint Diversity Score Business Index. Regardless of the outcome of today's vote, Allstate directors should not ignore the foregoing red flags, all of which put shareholder value at risk, and The Heritage Foundation stands ready to engage with Allstate in good faith to address these issues. Thank you. Thank you, Mr. Padfield. The board recommends against this proposal, as it believes that the requested report is unnecessary for three reasons. First, Allstate's compensation program is aligned with the performance and has had high support from shareholders, which you'll get to vote on again today. Secondly, the metrics requested to be evaluated are not being used. Lastly, significant disclosure already exists in the report to shareholders by the Compensation and Human Capital Committee, which is in the proxy. We'll now entertain any questions or comments on these items of business. Remember, if you want to talk about the state of the business, that we'll do after the shareholder meeting is over. As noted in the rules of conduct, since some of the questions are sent in electronically, and they relate to the same topic, sometimes we bundle those together so we can summarize it and answer it in a holistic way. Ms. Cho, do we have any questions? No questions related to the ballot items of business have been submitted. Okay. I will now declare then the polls closed. A preliminary tabulation of the vote has been prepared based on the outstanding shares that were voted prior to the meeting. Ms. Cho will now go through those results. Mr. Chairman, this is a preliminary report of the Inspector of Election. Each director nominee received more than the majority of votes cast and therefore has been elected. The majority of the shares represented and entitled to vote at this meeting voted in favor of the advisory vote on executive compensation of the named executive officers. A majority of the shares represented and entitled to vote at this meeting voted in favor of the ratification of the appointment of Deloitte & Touche. Less than a majority of the shares represented entitled to vote at the meeting voted in favor of the proposal requesting a report on the use of ESG and DEI metrics in executive compensation. The final results of all items of business, including the shares cast in person at today's meeting, will be published in a Form 8-K filed with the SEC and posted on our website. Thank you, Ms. Cho. As all the business items on the agenda have now been covered, I declare the meeting concluded. Let me make a few remarks on Allstate's performance and answer any questions that have been sent to the website. Allstate had an outstanding year living into our shared purpose in 2025. We empowered customers with affordable, simple, and connected protection. Our shareholders benefited from growth, profitability, increased dividends, share repurchases, and a higher share price. We created new opportunities for our team. Allstate supported improvements in the communities where our customers live and work. From a longer-term perspective, the strategy to increase personal property liability market share and expand protection provided to customers is working. The Transformative Growth initiative to drive growth in the property liability business has started to increase auto and home insurance market share. The protection services businesses are profitably expanding the protection provided to customers, and employee engagement is exceptional. Allstate's also working on the create the future. Generative artificial intelligence is being deployed to improve customer experiences, improve decision-making, and lower costs. We're also building Allstate's Large Language Intelligent Ecosystem to reimagine the customer experience. Looking forward, 2026 is off to a good start, as you heard a couple of weeks ago, with increased growth and strong profitability. I will now address any questions from shareholders. We did have a couple of questions come in prior to the meeting that I'll address. Both of them relate to support of either nonprofits or a rating for Allstate on a societal engagement issue, I guess is what I would call it. I'm not aware of the couple of firms that they talked about that did those ratings. It's a little hard to comment on that specific rating. What I can do is go up and address it from a broader issue of how do we engage with society, and what is our foundation focused on? We have a societal engagement framework that says, what are the issues that Allstate should really be engaged with outside of just doing our work every day, but that relate to our work every day? We take about 100 issues to this societal engagement framework, and it has a pretty simple structure to it. If being engaged or a leader on it, does it help us do a better job for our customers? Do we know anything about it? Can we actually make any impact on it? Do we have any agency on it? We do a risk and return trade-off. Out of that, we focus on really three issues. One is the impact of severe weather. That's because hurricanes, tornadoes, wildfires burn our customers' houses down, burn their cars up, and so that's important to us. Second, consumer privacy, because data really helps us do a more effective and efficient job for our customers. We can get to them faster, we can give them a more accurate price. Then trust, because Allstate obviously is based on trust. People give us their money trusting that we will be there when unexpected things happen. That's how the company decides to lead on those three issues. We also, as you know, have a foundation, because we believe that companies should support the communities where our customers live and work. It spends about $50 million a year. It has three key elements in it, youth empowerment, supporting victims of relationship abuse, and trust. We have a well-vetted program. It applies with the business logic we just described. It aligns with the company's outcomes and how we generate value for our customers and our shareholders. It obviously fits into all the regulatory and legislative things that we would have to do. Are there any other questions? No other questions in the queue. Okay. Let me close just by focusing on the future. Allstate, we're going to continue to create shareholder value by living into our shared purpose, executing the strategy, which is to increase profitability, market share, and expand protection provided to customers, leveraging 54,000 engaged employees, a world-class leadership team, and a highly talented board of directors. From a personal perspective, I would say it's an honor to help Allstate make a difference in the world. Thank you for your support. The meeting has now concluded. Thank you for joining, and have a pleasant day.