Allstate : Official notification to shareholders of matters to be brought to a vote ("Proxy")

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	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 14A
	Proxy Statement Pursuant to Section 14(a) of the
	Securities Exchange Act of 1934 (Amendment No. )
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The Allstate Corporation

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Notice of 2019

Annual Meeting

and Proxy Statement

What's Inside

Letter from Independent Directors to Stockholders

Information on Five Voting Issues

Election of Directors

Advisory Vote on Compensation

Approval of 2019 Equity Incentive Plan

Ratification of External Auditor

Stockholder Proposal

Reporting Political Contributions

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Letter from Independent	2775 Sanders Road
Directors to Stockholders	The Allstate Corporation
	Northbrook, IL 60062
April 8, 2019
Fellow Stockholders,

Thank you for trusting us to oversee the long-term prosperity of Allstate. We are committed to operating with transparency and use this letter to communicate the Board's major initiatives in 2018.

Governance and Stewardship

Investor Engagement Over the last year, we reached out to stockholders representing almost 40% of Allstate's outstanding shares and discussed governance and sustainability topics, including Allstate's political contributions disclosures. Allstate currently issues an annual report on political involvement that lists political expenditures by category and the largest recipients. Last year, a stockholder proposal requiring disclosure of additional funding details for trade associations and political candidates did not receive majority support from stockholders, but we decided to enhance our governance as shown on the right.

In response to our investor engagement, governance enhancements include:

►The nominating and governance committee will review the political contributions program semi-annually, and

►The chief risk officer will provide an annual risk and return assessment of political activities to the full Board, and the results will be reported to stockholders.

Board Effectiveness We evaluate Board performance at every meeting and conduct an evaluation annually. We made several enhancements to our processes and schedule to maximize effectiveness, including:

►Utilized additional educational sessions outside of formal Board meetings,

►Met in small groups without agendas at every other meeting to share ideas and build stronger working relationships,

►Expanded meetings between directors and high performing officers to provide a broader set of perspectives, and

►Retained an external consultant to facilitate the annual evaluation and benchmark the Board's performance against peers.

Risk and Return Oversight The full Board has oversight of risk and return given the strong linkage to strategy and operating performance, and our risk and return committee provides additional reviews. Oversight of Allstate's enterprise risk and return program included several enhancements during the year:

►Enterprise risk-return principles were expanded to better reflect the risks associated with the non-insurance businesses and the implications of increased use of data and analytics,

►Management improved the process to determine economic capital in response to an external review overseen by the risk and return committee last year,

►Operational risk oversight was expanded to include integrated enterprise reporting, additional metrics, and linkage to cybersecurity initiatives, and

►The audit committee's relationship with an independent cybersecurity advisor was maintained to provide additional capabilities and perspective in this rapidly evolving area.

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Strategy

Allstate's Purpose Allstate's strategic goal is to increase its market share in protecting people from life's uncertainties. This year, we oversaw:

The Board reviews strategic topics at every meeting. This includes strategic initiatives for market-facing businesses and opportunities for growth by creating or acquiring businesses.

►Growth in policies in force of 2.4% by the property-liability businesses leading to a $1.5 billion (4.8%) increase in insurance premiums earned,

►Greater use of telematics in auto insurance and additional investment in Arity, the telematics platform created by Allstate,

►Rapid growth of SquareTrade, which added almost 30 million protection policies,

►Initiation of a significant relationship with a transportation network company, increasing diversification into commercial auto insurance, and

►Expansion into identity protection with the acquisition of InfoArmor.

Allstate's innovation and success are being noticed as Allstate was:

►Named one of the 50 companies changing the world by Fortune for the second consecutive year, and

►Ranked as a top 10 innovator amongst 752 companies by The Wall Street Journal/ Drucker Institute.

KERMIT R. CRAWFORD

MICHAEL L. ESKEW

MARGARET M. KEANE

Sustainability

Human Capital Management and Succession Planning Attracting, developing and retaining top talent is necessary for Allstate to create shareholder value. Talent development and succession planning are discussed quarterly, and the Board meets regularly with senior leaders and reviews:

►Survey results that measure culture and employee empowerment, engagement and alignment with corporate strategy,

►Investments in employee development,

►Allstate agency satisfaction,

►Practices to increase the diversity of employees and managers,

►Gender and minority equity within compensation programs,

►Competitiveness of benefits and compensation packages, and

►Opportunities for re-skilling and training employees.

We also work to ensure alignment of our executive compensation program with the long-term interests of stockholders. No significant changes were made to our program in 2018.

Social Responsibility Allstate operates its business and fulfills its role in society by broadly defining its purpose. Allstate believes that businesses serve a broader role in society by serving customers, making a profit, creating jobs, and improving communities. For more information on how we measure up, see Allstate's Prosperity Report.

SIDDHARTH N. (BOBBY) MEHTA

JACQUES P. PEROLD

ANDREA REDMOND

GREGG M. SHERRILL

JUDITH A. SPRIESER

PERRY M. TRAQUINA

We welcome your feedback and pledge to continue to independently represent your interests. Thank you for your continued support.

2019 Proxy Statement	3

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Notice of 2019 Annual Meeting of Stockholders

When

Tuesday, May 21, 2019, at 11:00 a.m. Central time. Registration begins at 10:00 a.m.

Where

Allstate, West Plaza Auditorium

3100 Sanders Road

Northbrook, Illinois 60062

How To Vote In Advance

Your vote is important. Please vote as soon as possible by one of the methods shown below. Make sure to have your proxy card, voting instruction form, or notice of Internet availability in hand and follow the instructions.

By Telephone:

In the U.S. or Canada, you can vote your shares toll-free by calling 1-800-690-6903.

By Internet:

You can vote your shares online at proxyvote.com.

By Mail:

You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

By Tablet or Smartphone:

You can vote your shares with your tablet or smartphone by scanning the QR code.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 21, 2019

The Notice of 2019 Annual Meeting, Proxy Statement, and 2018 Annual Report and the means to vote by Internet are available at proxyvote.com.

Items of Business

PROPOSAL 1

Election of 10 directors.

PROPOSAL 2

Say-on-pay: advisory vote on the compensation of the named executives.

PROPOSAL 3

Approval of the 2019 Equity Incentive Plan.

PROPOSAL 4

Ratification of appointment of Deloitte & Touche LLP as Allstate's independent registered public accountant for 2019.

PROPOSAL 5

Stockholder proposal, if properly presented at the meeting.

In addition, any other business properly presented may be acted upon at the meeting.

Who Can Vote

Holders of Allstate common stock at the close of business on March 22, 2019. Each share of common stock is entitled to one vote for each director position and one vote for each of the other proposals.

Who Can Attend

Stockholders who wish to attend the meeting in person should review page 93.

Date of Mailing

On or about April 8, 2019, these proxy materials and annual report are being mailed or made available to stockholders and to participants in the Allstate 401(k) Savings Plan.

By Order of the Board,

SUSAN L. LEES

SECRETARY

APRIL 8, 2019

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