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
Cover Page Interactive Data File (the cover page XBRL tags are
104 embedded within the Inline XBRL document)
1
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