AFLAC INC

Original form: DEF 14A
Filed on: 2026-03-19
Meeting date: 2026-05-04

Shareholder Proposals

Item 4
S G
Adopt a policy requiring the Chairman and CEO roles to be separate and that the Board Chair be an independent director.

The proposal requests that the Board adopt an enduring policy, and amend governing documents (including the Corporate Governance Guidelines as necessary), to ensure the roles of Chairman and Chief Executive Officer are held by two different people and that the Board Chair is an independent director. It allows the Board to appoint an interim non-independent chair while it seeks an independent chair on an accelerated basis and suggests the change could be phased in at the next CEO contract renewal or transition. The supporting statement argues such a split would strengthen impartial oversight, accountability, and transparency, and points to recent operational and cyber-related incidents and stock performance as context for the request. The proposal asks shareholders to approve the policy to enhance board independence and risk oversight.