8-K

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) June 15, 2020

Aflac Incorporated

_________________________________________________________________________________________________________________________________________________________

(Exact name of registrant as specified in its charter)

 

Georgia	001-07434		58-1167100
(State or other jurisdiction	(Commission		(IRS Employer
of incorporation)	File Number)		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:

☐	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 Symbol(s)	Name of each exchange on which registered
Common Stock, $.10 Par Value	AFL	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. ¨

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On June 15, 2020, Aflac Incorporated (the “Company”) received from the administrator for the Aflac Incorporated 401(k) Savings and Profit Sharing Plan (the “401(k) plan”) notice pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 that, as a result of a change in the recordkeeper for the 401(k) plan, there is a blackout period starting at 3:00 p.m. (Eastern Time) on June 23, 2020, and ending during the week beginning July 19, 2020 (the “Blackout Period”), with such Blackout Period necessary to transition account and 401(k) plan records. During the Blackout Period, participants in the 401(k) plan will not be able to access their accounts to direct or diversify their investments, including amounts invested in the Company’s common stock, or request a withdrawal, distribution or loan from the 401(k) plan.

Pursuant to Rule 104(b)(1)(iv)(B) of Regulation BTR, directors, executive officers and other interested persons may obtain, without charge, information as to whether the Blackout Period has begun or ended. During the Blackout Period and for a period of two years after the ending date of the Blackout Period, Company shareholders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period by contacting Aflac Incorporated, Attention: Matt Loudermilk, Corporate Secretary, 1932 Wynnton Road, Columbus Ga 31999, or at (706) 323-3431.

On June 15, 2020, the Company provided a blackout trading restriction notice (the “BTR Notice”) to its executive officers and directors informing them of the Blackout Period and that, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules promulgated thereunder, they would be prohibited during the Blackout Period from engaging in transactions in shares of the Company’s common stock (including the exercise of stock options and the purchase or sale of derivative securities pertaining to such shares) acquired in connection with their employment as an executive officer or service as a director.

A copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Exhibit Title or Description
99.1	BTR Notice Dated June 15, 2020
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

1

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
June 15, 2020	/s/ June Howard
	(June Howard)
	Senior Vice President, Financial Services
	Chief Accounting Officer

2

EX-99.1

TO:Executive Officers and Directors of Aflac Incorporated

DATE:June 15, 2020

RE: Important Notice Regarding 401(k) Plan Blackout Period and Restrictions on Trading Aflac Equity Securities

This notice is to inform you of restrictions on your ability to trade equity securities of Aflac Incorporated (the “Company”) during an upcoming “blackout period” that will apply to the Aflac Incorporated 401(k) Savings and Profit Sharing Plan (the “401(k) Plan”). This special “blackout period” is imposed on executive officers and directors of the Company by (i) the Sarbanes-Oxley Act of 2002 and (ii) Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction) and is in addition to the Company’s regular trading black-out periods related to its earnings releases.

The 401(k) Plan blackout period is being imposed because of the transition to a new recordkeeper for the 401(k) Plan. During the 401(k) blackout period, participants in the 401(k) Plan will not be able to (i) to direct or diversify their 401(k) plan investments, or (ii) request a withdrawal, distribution or loan. The 401(k) Plan blackout period will begin at 3:00 p.m. (Eastern Time) on June 23, 2020, and will end during the week beginning July 19, 2020 (the “401(k) Plan Blackout Period”).

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 101 of Securities and Exchange Commission Regulation BTR, during the 401(k) Plan Blackout Period, the Company’s directors and executive officers are prohibited from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with his or her employment as an executive officer or service as a director of the Company.

Please note the following:

• “Equity securities” is defined broadly to include the Company’s common stock, stock options, and other derivative securities.

• Prohibited transactions are not limited to those involving your direct ownership, but include any transaction in equity securities in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).

• Among other things, these rules prohibit (i) selling shares of Company stock acquired pursuant to an exercise of options granted to you in connection with your employment as an executive officer or service as a director, (ii) selling shares of Company stock originally received as a restricted stock grant or upon the vesting of a restricted performance award, or (iii) selling shares to cover withholding taxes upon the vesting of restricted stock or restricted performance awards.

• Exemptions from these rules generally apply for (i) purchases or sales under pre-existing Rule 10b5-1 plans or dividend reinvestment plans, (ii) sales required by law, and (iii) certain other “automatic” transactions.

• Although you are permitted to engage in transactions involving equity securities that were not acquired in connection with your employment as an executive officer or service as a director, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.

Inquiries with respect to this blackout period, including the date on which the blackout period has ended, should be directed to Matt Loudermilk, Corporate Secretary, 1932 Wynnton Road Columbus, GA 31999, or at (706) 323-3431.

These rules apply in addition to the trading restrictions under the Company’s Insider Trading Policy. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.

Because of the complexity of these rules and the severity of the penalties and other remedies, please contact me before engaging in any transaction involving the Company’s equity securities during the 401(k) Plan Blackout Period.

XML

Document and Entity Information Document	Jun. 15, 2020
Document Type	8-K
Document Period End Date	Jun. 15, 2020
Entity Central Index Key	0000004977
Entity Registrant Name	Aflac Incorporated
Entity Incorporation, State or Country Code	GA
Entity File Number	001-07434
Entity Tax Identification Number	58-1167100
Entity Address, Address Line One	1932 Wynnton Road
Entity Address, City or Town	Columbus
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	31999
City Area Code	706
Local Phone Number	323.3431
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
NEW YORK STOCK EXCHANGE, INC.
Title of 12(b) Security	Common Stock, $.10 Par Value
Trading Symbol	AFL
Security Exchange Name	NYSE