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) November 1, 2023 (October 30, 2023)

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2023, Aflac Incorporated (the “Company”) entered into an employment letter of agreement (the “LOA”) with Frederick J. Crawford, President and Chief Operating Officer of Aflac Incorporated. The LOA amends Mr. Crawford’s employment agreement dated June 23, 2015, as previously amended on April 29, 2021 and October 24, 2022 (“Existing Employment Agreement”).

Pursuant to the terms of the LOA, Mr. Crawford will retire from service as an employee of the Company on September 30, 2024, and the Existing Employment Agreement will not be renewed by its terms after the term ends on April 30, 2024. Mr. Crawford will continue to serve as President and Chief Operating Officer of Aflac Incorporated through December 31, 2023, then serve as Executive Vice President of the Company from January 1, 2024 through his retirement date.

Between October 30, 2023 and September 30, 2024, Mr. Crawford’s annualized base salary will be $997,500. The grants of 43,479 shares of performance-based restricted stock (“PBRS”) granted to Mr. Crawford in February 2022 and 42,978 shares of PBRS granted to him in February 2023 will vest as if he had remained employed and based on the Company’s actual performance, in February 2025 and February 2026, respectively. As of October 30, 2023, Mr. Crawford will not be eligible to receive future grants of equity during his employment with the Company. Mr. Crawford will be subject to, among other things, certain confidentiality, non-compete and non-solicitation obligations. Mr. Crawford will be eligible to receive a contribution to the Company’s Executive Deferred Compensation Plan (“EDCP”) equal to 15% of his annual compensation for 2023, and upon his retirement on September 30, 2024, his EDCP will become fully vested. He will also receive a lump sum payment of $36,537 toward the cost of COBRA continuation coverage for 18 months after his retirement date.

The foregoing description of the LOA is not complete and is qualified in its entirety by reference to the full text of the LOA, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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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
November 1, 2023	/s/ June Howard
	(June Howard)
	Senior Vice President, Financial Services
	Chief Accounting Officer

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XML

Document and Entity Information Document	Oct. 30, 2023
Document Type	8-K
Document Period End Date	Oct. 30, 2023
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