2018 Annual Meeting of Stockholders

Stockholder Proposals

PROPOSAL
5

Stockholder Proposal on Reporting Political Contributions

  • The Board recommends a vote AGAINST this proposal.
    • Allstate already provides stockholders with comprehensive disclosures on Allstate’s involvement in the public policy arena (found at www.allstatesustainability.com).
    • Allstate’s Board has strong governance and oversight practices over the Company’s public policy involvement.
    • Allstate surpasses all disclosure requirements pertaining to political contributions under federal, state, and local laws.

The International Brotherhood of Teamsters, 25 Louisiana Avenue, NW, Washington, D.C. 20001, beneficial owners of no less than 64 shares of Allstate common stock as of December 11, 2017, intends to propose the following resolution at the annual meeting.

Resolved, that the shareholders of Allstate Corporation (“Allstate” or “Company”) hereby request that the Company provide a report, updated semiannually, disclosing the Company’s:

  1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political 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.

  2. Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

    1. The identity of the recipient as well as the amount paid to each; and

    2. 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 political 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 Citizens United: “[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 $4.4 million in corporate funds to state and local parties and candidates, and 527 political committees, since 2010. (CQ: moneyline.cq.com and National Institute on Money in State Politics: www.followthemoney.org)

However, relying on publicly available data does not provide a complete picture of the Company’s political spending. For example, indirect contributions through trade associations are not publicly available. And while the Company discloses its aggregate payments to political entities and trade associations, it provides little detail about which candidates and entities are receiving company money. This proposal asks the Company to disclose all of its political spending, including payments to trade associations and other tax-exempt organizations, which may be used for political purposes. This would bring our Company in line with a growing number of leading companies, including Unum Group, AIG, and Capital One, which present this information on their websites. The Company’s board and shareholders need comprehensive disclosure to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.

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 STOCKHOLDERS WITH COMPREHENSIVE DISCLOSURES ON ALLSTATE’S INVOLVEMENT IN THE PUBLIC POLICY ARENA (FOUND AT WWW.ALLSTATESUSTAINABILITY.COM).

  • Allstate issues an annual Corporate Involvement in Public Policy report, which provides a comprehensive discussion of Allstate’s activities. The report describes the Board’s process for overseeing expenditures, the strategic and business rationale for expenditures, total amounts contributed by category (including non-deductible amounts for certain lobbying activities and to political candidates and organizations), those involved in the decision-making process, and the major organizations supported.

  • The proponent seeks additional disclosure of line-item expenditures to each recipient, which is not necessary or relevant to the governance of Allstate.

  • Investors have indicated strong support for Allstate’s current political contribution disclosures.

ALLSTATE’S BOARD HAS STRONG GOVERNANCE AND OVERSIGHT PRACTICES OVER THE COMPANY’S PUBLIC POLICY INVOLVEMENT.

  • The specific deployment of corporate resources in the public policy arena is presented formally to the Board each year. Our Corporate Governance Guidelines address the Board’s annual review and our involvement in the public policy arena and can be found at www.allstateinvestors.com.

  • We expanded the discussion of Allstate’s oversight over political spending in the 2016 report and accelerated its availability to stockholders prior to the 2017 annual meeting. Subject matter experts within Allstate make recommendations with respect to which organizations and candidates to support financially, and members of Allstate’s government and industry relations group consult with members of senior management to make the ultimate determinations.

ALLSTATE SURPASSES ALL DISCLOSURE REQUIREMENTS PERTAINING TO POLITICAL CONTRIBUTIONS UNDER FEDERAL, STATE, AND LOCAL LAWS.

  • Allstate complies with all public disclosure laws at the federal, state, and local levels.
  • Allstate maintains internal guidelines and procedures to ensure that the Company’s public policy efforts remain consistent with its strategy and the long-term interests of our stockholders, employees, agencies, and customers. For example, we use our industry expertise in formulating public policy solutions that help mitigate weather-related risks and reduce the likelihood and severity of property loss for customers.
  • The proposal would impose requirements on Allstate that are not dictated by law and are not standard among other companies.