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): February 6, 2012

 

THE ALLSTATE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-11840

 

36-3871531

(Commission File Number)

 

(IRS Employer Identification No.)

 

2775 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:

 

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))

 

 

 


 

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 February 7, 2012, the Registrant announced the election of John W. Rowe to its Board of Directors effective February 7, 2012, increasing the size of the Board to 12 directors.  The Board has not yet determined Mr. Rowe’s committee assignments.  Mr. Rowe’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 1, 2011, file number 001-11840, under the heading “Director Compensation.”  Mr. Rowe’s compensation will be prorated to reflect the commencement date of his service on the Board.  In addition, the Registrant expects to enter into an indemnification agreement with Mr. Rowe 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 Mr. Rowe’s election is attached as Exhibit 99 to this report.  The Board took action to elect Mr. Rowe as a director on February 6, 2012.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)           Exhibits

 

Exhibit No.

 

Description

 

 

 

99

 

Registrant’s Press Release dated February 7, 2012

 

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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.

 

 

THE ALLSTATE CORPORATION

 

 

 

 

 

By:

/s/ Jennifer M. Hager

 

 

Name:

Jennifer M. Hager

 

 

Title:

Vice President,

 

 

 

Assistant General Counsel,

 

 

 

and Assistant Secretary

 

 

 

 

Date:

February 7, 2012

 

 

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