UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) February 10, 2009
Aflac Incorporated
(Exact name of registrant as specified in its charter)
| Georgia | 001-07434 | 58-1167100 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
| 1932 Wynnton Road, Columbus, Georgia | 31999 | |||
| (Address of principal executive offices) | (Zip Code) | |||
706.323.3431
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:
| o | Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
| o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 10, 2009, the board of directors of Aflac Incorporated (the “Company”) voted to
amend Article III, Section 2(a) and Article II, Section 5 of the Company’s Bylaws to provide for a
majority vote standard for uncontested director elections as recommended by the Company’s Corporate
Governance Committee. Under this new majority vote standard, which replaces plurality voting for
uncontested director elections, votes cast for a nominee’s election must exceed the votes cast
against such nominee’s election in order to be elected to the board of directors. In contested
elections, the voting standard will continue to be a plurality of the votes cast. The amendments
will be effective immediately.
A copy of the amendments is attached hereto as Exhibit 3.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | – | Amendment to Article III, Section 2(a) and Article II, Section 5 of the Company’s Bylaws |
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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.
| Aflac Incorporated | ||
February
11, 2009 |
/s/ Ralph A. Rogers, Jr. | |
| (Ralph A.
Rogers, Jr.) Senior Vice President, Financial Services Chief Accounting Officer |
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EXHIBIT INDEX:
| 3.1 | - | Amendment to Article III, Section 2(a) and Article II, Section 5 of the Company’s Bylaws |
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