Mr. Kenneth Steiner, 14 Stoner Ave., 2M, Great Neck, NY 11021, beneficial owner of no less than 500
shares of Allstate common stock as of November 28, 2016, intends to propose the following resolution
at the annual meeting.
Proposal 6 – Independent Board Chairman
Shareholders request our Board of Directors to adopt as policy, and amend our governing documents
as necessary, to require the Chair of the Board of Directors, whenever possible, to be an independent
member of the Board. The Board would have the discretion to phase in this policy for the next CEO
transition, implemented so it does not violate any existing agreement. If the Board determines that
a Chair who was independent when selected is no longer independent, the Board shall select a new
Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with
this policy is waived if no independent director is available and willing to serve as Chair. This proposal
requests that all the necessary steps be taken to accomplish the above.
Caterpillar reversed itself by naming an independent board chairman in October 2016. Caterpillar had
opposed a shareholder proposal for an independent board chairman as recent as its June 2016 annual
meeting. Wells Fargo also reversed itself and named an independent board chairman in October 2016.
This proposal is of greater importance to our company because our Lead Director, Judith Sprieser
was cited as a flagged director by GMI Analysis because she was involved with a company that went
bankrupt. Ms. Sprieser had 17 years long-tenure (one of 2 directors with over 17-years tenure) which can
make a director act like an insider.
This proposal topic won 47% voting support at our 2016 annual meeting. This means that the
overwhelming number of shareholders who are well informed on both sides of the issues involving an
independent board chairman — supported this proposal topic.
According to Institutional Shareholder Services 53% of the Standard & Poors 1,500 firms separate these
2 positions — “2015 Board Practices,” April 12, 2015. This proposal topic won 50%-plus support at 5 major
U.S. companies in 2013 including 73%-support at Netflix.
It is the responsibility of the Board of Directors to protect shareholders’ long-term interests by providing
independent oversight of management. By setting agendas, priorities and procedures, the Chairman is
critical in shaping the work of the Board.
Having a board chairman who is independent of management is a practice that will promote greater
management accountability to shareholders and lead to a more objective evaluation of management.
A number of institutional investors said that a strong, objective board leader can best provide the
necessary oversight of management. Thus, the California Public Employees’ Retirement System’s
Global Principles of Accountable Corporate Governance recommends that a company’s board should
be chaired by an independent director, as does the Council of Institutional Investors. An independent
director serving as chairman can help ensure the functioning of an effective board. Please vote to
enhance shareholder value:
Independent Board Chairman – Proposal 6