Stockholder Proposal on Reporting Political Contributions
The Board recommends a vote AGAINST this proposal.
The International Brotherhood of Teamsters, 25 Louisiana Avenue, NW, Washington, D.C. 20001, beneficial owner of no less than 64 shares of Allstate common stock as of November 19, 2018, intends to propose the following resolution at the Annual Meeting.
Resolved, that the shareholders of The Allstate Corporation (“Allstate” or “Company”) hereby request that the Company provide a report, updated semiannually, disclosing the Company’s:
- Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.
- Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:
- The identity of the recipient as well as the amount paid to each; and
- The title(s) of the person(s) in the Company responsible for decision making.
The report shall be presented to the Board of Directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending.
Supporting Statement: As long-term shareholders of Allstate, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.
Disclosure is in the best interest of the Company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which said, “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.”
Publicly available records show Allstate has contributed at least $2,350,000 in corporate funds since the 2010 election cycle. (CQMoneyLine: http://moneyline.cq.com; National Institute on Money in State Politics: http://www.followthemoney.org).
Board of Directors’ Statement in Opposition to the Stockholder Proposal on Reporting Political Contributions
The Board recommends that stockholders vote AGAINST this proposal for the following reasons:
Allstate Already Provides Significant Disclosure of Political Activities, Including Information That Is Not Requested by the Proponent.
- Allstate issues an annual Public Policy report (found at allstatesustainability.com), which describes the Board’s oversight and internal governance processes, business rationale for expenditures, total amounts contributed by category (including non-deductible amounts for lobbying), and major organizations supported.
- Allstate discloses contributions to trade associations and other non-profit industry groups, including the portion of that spend attributed to lobbying. This support primarily funds research and industry forums on issues of importance to Allstate’s customers, shareholders, and employees. Only 12% of Allstate’s support of these organizations was directed to lobbying activities in 2018.
- The proponent seeks line-item disclosure of the amounts paid to each recipient. Much of this information is publicly available and providing an itemized list in Allstate’s report would not provide shareholders information to support additional analysis.
Allstate’s Board Expanded its Oversight of the Company’s Public Policy Involvement in 2018 in Response to Stockholder Input, Including Instituting a Leading Practice of Having the Chief Risk Officer Independently Assess This Activity for the Board.
- The Board engaged with stockholders about Allstate’s program and related Board oversight of political contributions in response to a similar proposal at last year’s Annual Meeting, which received less than majority support.
- The Board made the following changes as of November 2018: instituting (i) a semi-annual review by the nominating and governance committee of Allstate’s priorities and expenditures in the public policy arena and (ii) an annual risk and return assessment performed by the chief risk officer. The enhanced oversight allows the nominating and governance committee and the Board to evaluate the rationale, benefits, and risks of these activities.
The Proposal Relates to Expenditures That Are Not Significant to Allstate’s Size and Is Contrary to the Interests of Allstate’s Stockholders.
- In 2018, Allstate contributed only $740,300 in corporate funds to political organizations, including federal, state and local candidates and committees, in comparison to total revenues of almost $40 billion.
- Additional political contribution reporting requirements that go beyond those required under existing law should be applicable to all participants engaged in the political process, some of whom have objectives that would negatively affect Allstate’s ability to serve its stakeholders.
Stockholder Proposals or Director Nominations for the 2020 Annual Meeting
Proposals that stockholders would like to include in Allstate’s proxy materials for presentation at the 2020 annual meeting of stockholders must be received by the Office of the Secretary by December 10, 2019, and must otherwise comply with SEC rules in order to be eligible for inclusion in the proxy materials for the 2020 Annual Meeting.
If a stockholder would like to bring a matter before the meeting that is not the subject of a proposal that meets the SEC proxy rule requirements for inclusion in the proxy statement, the stockholder must follow procedures in Allstate’s bylaws in order to personally present the proposal at the meeting.
One of the procedural requirements in the bylaws is timely notice in writing of the business the stockholder proposes to bring before the meeting. Notice of business proposed to be brought before the 2020 annual meeting must be received by the Office of the Secretary no earlier than the close of business on January 22, 2020, and no later than the close of business on February 21, 2020. Among other things, the notice must describe the business proposed to be brought before the meeting, the reasons for conducting the business at the meeting, and any material interest of the stockholder in the business.
A stockholder also may directly nominate someone for election as a director at a stockholders’ meeting. Under our bylaws, a stockholder may nominate a candidate at the 2020 annual meeting by providing advance notice to Allstate to the Office of the Secretary that is received no earlier than the close of business on January 22, 2020, and no later than the close of business on February 21, 2020. For proxy access nominees to be considered at the 2020 annual meeting, the nomination notice must be received by the Office of the Secretary no earlier than the close of business on November 10, 2019, and no later than the close of business on December 10, 2019. Among other things, the notice must include the information and documents described in Section 20 of the company’s bylaws.
A copy of the procedures and requirements related to the above matters is available upon request from the Office of the Secretary or can be found on Allstate’s website, www.allstateinvestors.com. The notices required above must be sent to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite F7, Northbrook, IL 60062-6127.