Naming and Shaming

NAMING AND SHAMING
THE ESG MOVEMENT’S EFFORTS TO DEFUND TRADE ASSOCIATIONS AND PUT

THE ADVOCACY COMMUNITY OUT OF BUSINESS
July 31, 2023
Lead Researcher - Jerome Trankle
Page: 1
MEMORANDUM
To: Friends of the American Accountability Foundation
From: American Accountability Foundation, Jerome Trankle, Research Director
Date: July 31, 2023
Re: ESG aims to put trade associations, conservative groups, and lobbyists out of
business.
ESG has been in the news a lot the past couple of years. It is unlikely that anyone that
works in the public policy space has not at this point at least heard of “ESG,” but many
are still unaware of all the policies ESG advocates for. While much of the focus of ESG
discourse has been on issues like setting greenhouse gas emissions targets and board
diversity quotas, there is an issue that has received comparatively little coverage –
ESG’s efforts to put trade associations, conservative groups, and lobbyists out of
business.
The “S” in ESG stands for “social.” Under this broad category, ESG proponents have
been pushing for increased lobbying, political spending, and “values congruency”
disclosure from public companies. While increased disclosure might sound innocuous
enough on the surface, the intent is much more sinister. To put it simply, ESG
proponents intend to create a chilling effect against companies that make
contributions to trade associations, right-of-center think tanks, and other advocacy
organizations by forcing companies to disclose detailed lobbying and political
spending data.
ESG’s goal is to force companies to name trade associations, think tanks, other non-
profits, political committees, and candidates they support, so the woke mob can later
shame companies for supporting them. The end goal (and likely result) of these
naming and shaming efforts is to decrease membership in, and contributions to, any
organization or individual that the left deems “incongruent” with liberal orthodoxy.
This report details the leftist ESG proponents pushing and organizing these efforts,
the plainly and openly stated goals they have set, and the many shareholder
resolutions introduced by these leftist ESG proponents that explicitly name and
shame trade associations and other right-of-center advocacy groups.
So, what does ESG really stand for? Well, if you are someone reading this report
that works in the vast network of trade associations, think tanks, advocacy
organizations, and lobbying firms in Washington, DC and in state capitals around
the country, what ESG stands for is very clear – ESG stands for defunding
corporate lobbying efforts, putting your organization out of business, and putting
you out of a job.
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TABLE OF CONTENTS
THE ESG MOVEMENT ORGANIZATIONS BEHIND NAMING AND SHAMING

POLICIES ................................................................................................................................ 7
CORPORATE REFORM COALITION .......................................................................................................................7
PROXY PREVIEW ................................................................................................................................................. 8
AS YOU SOW.................................................................................................................................................................................................................... 10
CENTER FOR POLITICAL ACCOUNTABILITY ....................................................................................................... 12
THE ESG MOVEMENT’S STATED EFFORTS TO DEFUND BUSINESS AND

CONSERVATIVE GROUPS ...............................................................................................15
THE ESG MOVEMENT’S LOBBYING DISCLOSURE CAMPAIGNS ARE A REAL, TANGIBLE THREAT .................. 19
NAMING AND SHAMING RESOLUTIONS FILED BY THE ESG MOVEMENT.... 22

ABBOTT LABORATORIES ................................................................................................................................... 22
Business Roundtable........................................................................................................................................................................................................ 22
National Association of Manufacturers ............................................................................................................................................................... 22
Chamber of Commerce .................................................................................................................................................................................................. 22
Alliance for Aging Research......................................................................................................................................................................................... 22
Caregivers Voice United ................................................................................................................................................................................................. 22
Infant Nutrition Council of America....................................................................................................................................................................... 22
ABBVIE .............................................................................................................................................................. 23
POLITICAL SPENDING RESOLUTION ......................................................................................................................................................................... 23
U.S. Chamber of Commerce ........................................................................................................................................................................................ 24
PhRMA ........................................................................................................................................................................................................................................ 24
RSLC.............................................................................................................................................................................................................................................. 24
RGA................................................................................................................................................................................................................................................ 24
LOBBYING RESOLUTION .............................................................................................................................................................................................. 25
PhRMA ........................................................................................................................................................................................................................................ 25
Alliance for Patient Access ........................................................................................................................................................................................... 25
ALEC ............................................................................................................................................................................................................................................. 25
American Action Network ............................................................................................................................................................................................ 25
ALPHABET ......................................................................................................................................................... 26
LOBBYING RESOLUTION .............................................................................................................................................................................................. 26
National Taxpayers Union ............................................................................................................................................................................................. 26
Taxpayers Protection Alliance .................................................................................................................................................................................... 26
Federalist Society ................................................................................................................................................................................................................ 26
Independent Women’s Forum ................................................................................................................................................................................. 26
ALEC ............................................................................................................................................................................................................................................. 26
NetChoice ................................................................................................................................................................................................................................. 26
CLIMATE LOBBYING RESOLUTION ............................................................................................................................................................................ 28
US Chamber of Commerce .......................................................................................................................................................................................... 28
Competitive Enterprise Institute (in footnote)............................................................................................................................................... 28
American Enterprise Institute.................................................................................................................................................................................... 28
Heritage Foundation ........................................................................................................................................................................................................ 28
ALTRIA ............................................................................................................................................................... 29
ALEC ............................................................................................................................................................................................................................................. 29
RAGA ............................................................................................................................................................................................................................................ 29
RSLC.............................................................................................................................................................................................................................................. 29
CLF ................................................................................................................................................................................................................................................. 29
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SLF ................................................................................................................................................................................................................................................ 29
Arizona Republican Legislative Victory Fund ................................................................................................................................................. 29
AMAZON ............................................................................................................................................................. 31
California Chamber of Commerce ........................................................................................................................................................................... 31
American Enterprise Institute..................................................................................................................................................................................... 31
AT&T ................................................................................................................................................................. 32
BOEING .............................................................................................................................................................. 34
ALEC ............................................................................................................................................................................................................................................. 34
CATERPILLAR..................................................................................................................................................... 36
ALEC ............................................................................................................................................................................................................................................. 36
CHARTER COMMUNICATIONS ........................................................................................................................... 37
NCTA ............................................................................................................................................................................................................................................. 37
Broadband for America .................................................................................................................................................................................................. 37
ALEC ............................................................................................................................................................................................................................................. 37
Alliance for Quality Broadband ................................................................................................................................................................................. 37
COCA-COLA ...................................................................................................................................................... 39
GLOBAL TRANSPARENCY REPORT RESOLUTION ................................................................................................................................................. 39
International Life Sciences Institute ...................................................................................................................................................................... 39
Calorie Control Council ................................................................................................................................................................................................... 39
REPORT ON RISKS FROM STATE POLICIES RESTRICTING REPRODUCTIVE RIGHTS RESOLUTION ........................................................ 40
NRSC.............................................................................................................................................................................................................................................. 41
RGA................................................................................................................................................................................................................................................. 41
RSLC............................................................................................................................................................................................................................................... 41
Zeno ............................................................................................................................................................................................................................................... 41
COMCAST........................................................................................................................................................... 42
DTE ENERGY ..................................................................................................................................................... 43
Clean and Sustainable Energy Fund ..................................................................................................................................................................... 43
Michigan Energy First ...................................................................................................................................................................................................... 43
ELI LILLY & CO. ................................................................................................................................................. 44
LOBBYING DISCLOSURE RESOLUTION ................................................................................................................................................................... 44
PhRMA ........................................................................................................................................................................................................................................ 45
Alliance for Patient Access ........................................................................................................................................................................................... 45
ALEC ............................................................................................................................................................................................................................................. 45
VALUES CONGRUENCY RESOLUTION ...................................................................................................................................................................... 46
Ferox Strategies....................................................................................................................................................................................................................46
PhRMA ........................................................................................................................................................................................................................................46
ALEC .............................................................................................................................................................................................................................................46
GOLDMAN SACHS.............................................................................................................................................. 47
American Bankers Association.................................................................................................................................................................................. 47
Financial Services Forum............................................................................................................................................................................................... 47
Managed Funds Association....................................................................................................................................................................................... 47
Securities Industry and Financial Markets Association............................................................................................................................ 47
ALEC ............................................................................................................................................................................................................................................. 47
HEWLETT PACKARD.......................................................................................................................................... 49
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Chamber of Commerce ..................................................................................................................................................................................................49
Business Roundtable........................................................................................................................................................................................................49
ALEC .............................................................................................................................................................................................................................................49
HOME DEPOT .................................................................................................................................................... 50
HUNTINGTON INGALLS ...................................................................................................................................... 52
ALEC ............................................................................................................................................................................................................................................. 52
IBM ................................................................................................................................................................... 53
ALEC ............................................................................................................................................................................................................................................. 53
JPMORGAN ....................................................................................................................................................... 54
State Financial Officers Foundation ...................................................................................................................................................................... 55
L3HARRIS TECHNOLOGIES ............................................................................................................................... 56
Corcoran Partners............................................................................................................................................................................................................... 56
MASTERCARD .................................................................................................................................................... 57
LOBBYING DISCLOSURE RESOLUTION .................................................................................................................................................................... 57
American Bankers Association.................................................................................................................................................................................. 57
ALEC ............................................................................................................................................................................................................................................. 57
VALUES CONGRUENCY RESOLUTION ...................................................................................................................................................................... 59
MCDONALD’S .................................................................................................................................................... 60
International Franchise Association ......................................................................................................................................................................60
Business Roundtable........................................................................................................................................................................................................60
National Restaurant Association ..............................................................................................................................................................................60
VALUES CONGRUENCY RESOLUTION ....................................................................................................................................................................... 61
International Food Information Council ............................................................................................................................................................. 62
META PLATFORMS ............................................................................................................................................ 63
American Edge Project ................................................................................................................................................................................................... 63
National Taxpayers Union ............................................................................................................................................................................................. 63
Competitive Enterprise Institute ............................................................................................................................................................................. 63
Federalist Society ................................................................................................................................................................................................................ 63
NetChoice ................................................................................................................................................................................................................................. 63
ALEC ............................................................................................................................................................................................................................................. 63
CLIMATE LOBBYING DISCLOSURE RESOLUTION .................................................................................................................................................. 64
American Enterprise Institute....................................................................................................................................................................................64
NORTHROP GRUMMAN ..................................................................................................................................... 66
Center for a New American Security ..................................................................................................................................................................... 66
American Defense International/Michael Herson ....................................................................................................................................... 66
PEPSICO ............................................................................................................................................................ 67
ConMexico................................................................................................................................................................................................................................ 67
Action Alliance for Recycling Beverage Cartons .......................................................................................................................................... 67
PFIZER ............................................................................................................................................................... 68
PhRMA ........................................................................................................................................................................................................................................ 68
UNITEDHEALTH GROUP.................................................................................................................................... 70
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VERIZON ............................................................................................................................................................. 71
RGA................................................................................................................................................................................................................................................. 71
RSLC............................................................................................................................................................................................................................................... 71
NRSC.............................................................................................................................................................................................................................................. 71
WELLS FARGO .................................................................................................................................................. 72
CONGRUENCY OF POLITICAL SPENDING RESOLUTION ..................................................................................................................................... 72
Republican Attorneys General Association ...................................................................................................................................................... 73
NRCC ............................................................................................................................................................................................................................................ 73
NRSC............................................................................................................................................................................................................................................. 73
RAGA ............................................................................................................................................................................................................................................ 73
CLIMATE LOBBYING RESOLUTION ............................................................................................................................................................................ 74
California Chamber of Commerce .......................................................................................................................................................................... 74
WENDY’S ........................................................................................................................................................... 75
International Franchise Association ...................................................................................................................................................................... 75
National Restaurant Association .............................................................................................................................................................................. 75
FULL FORCED DISCLOSURE RESOLUTION LIST................................................................................................ 76
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THE ESG MOVEMENT ORGANIZATIONS BEHIND NAMING AND
SHAMING POLICIES
While any shareholder who meets the requirements can submit a shareholder
resolution, there are three groups that have an outsized influence on pushing and
organizing lobbying, election spending, and values congruence resolutions – the
Corporate Reform Coalition, the Proxy Preview triad, and the Center for Political
Accountability. Each of these groups are each ideologically motivated to suppress the
speech of conservatives and business groups.
CORPORATE REFORM COALITION

The Corporate Reform Coalition is a loosely organized group of 85 investors, non-
profits, unions, and academics that support forcing companies to disclose lobbying,
trade association, and political spending. The group is not itself an independent entity,
but rather housed within the liberal non-profit group, Public Citizen. Public Citizen
was founded by Ralph Nader in 1971.
The Corporate Reform Coalition website lists a Public Citizen staffer as the point of
contact: 1
And IRS 990 data shows contributions flowing to Public Citizen “for its project, the
Corporate Reform Coalition,” as seen in the below contribution disclosed by the
Rockefeller Brothers Fund: 2
Notable members of the Corporate Reform Coalition include a motley crew of

organizations that are frequent proponents of liberal, pro-ESG shareholder
resolutions, such as:
• AFSCME
• AFL-CIO
• As You Sow
• CalPERS
1
Corporate Reform Coalition, “Who We Are” Page
2
ProPublica Non-Profit Explorer, 2021 IRS Form 990 for the Rockefeller Brothers Fund
Page: 7
• Green Century Funds
• International Brotherhood of Teamsters
• New York City Comptroller
• SEIU
• Trillium Asset Management
• Zevin Asset Management
Proxy Preview also notes that the Corporate Reform Coalition serves as an “umbrella”
for organizations that support forcing companies to disclose lobbying and political
activity: 3
…The umbrella Corporate Reform Coalition supports shareholder activity on corporate

spending and includes other reformers concerned about preserving American
democracy and supporting accountability…
PROXY PREVIEW
Proxy Preview is composed of a triad of three liberal, pro-ESG groups – As You Sow,
the Sustainable Investment Institute, and Proxy Impact. Proxy Preview puts out an
annual report ahead of proxy voting season each year that outlines the strategy and
priorities of the ESG Movement for that proxy season. Proxy Preview also lists all of the
ESG shareholder resolutions that the ESG Movement plans to file for that year (542
resolutions in 2023). In effect, Proxy Preview serves as a centralized clearinghouse of
information for the ESG Movement ahead of each annual proxy voting season.
While Proxy Preview is a triad of three groups, it appears to be formally housed within
As You Sow. Proxy Preview’s website says that it is a trademark of As You Sow:
And IRS 990 data shows that As You Sow has been given grants specifically to fund
the Proxy Preview program, such as disclosed in the 2020 990 of The Nathan
Cummings Foundation: 4
Proxy Preview has been dubbed the “Bible for socially progressive foundations,
religious groups, pension funds, and tax-exempt organizations”: 5
3
Proxy Preview, 2023 Report, Page 39
4
ProPublica Non-Profit Explorer, 2020 IRS Form 990 for The Nathan Cummings Foundation
5
ProxyPreview.org
Page: 8
Proxy Preview describes themselves as “the #1 resource for shareholders looking to
align their values and corporate engagement”: 6
And, unsurprisingly, Proxy Preview boasts of articles written for their website by three
liberal Senators – including perhaps the most notorious opponent of conservative and
business free speech – Sheldon Whitehouse: 7
6
Ibid.
7
Ibid.
Page: 9
To put it plainly – Proxy Preview makes no effort to hide the fact that they are an arm
of the ESG Movement and the organized Left.
As You Sow
As You Sow is first among equals in the Proxy Preview triad. As You Sow is also a
particularly radical organization that filed 106 shareholder resolutions during the 2023
proxy season.
As You Sow:
• Supports resolutions to “adopt a policy/report on linking executive
compensation to ESG metrics.”
• Supports resolutions to “adopt a policy to establish net-zero GHG reduction
targets.”
• Supports resolutions to “report on direct and indirect lobbying included
payments, memberships in tax-exempt organization that write legislation, and
management decision-making process.”
• Scores companies on a racial justice scorecard “to hold corporations
accountable for implementing policies and practices aligned with their
corporate statements — or lack thereof — on racial justice.”
• Engages companies “on the egregious income disparity related to CEO pay
that has polarized the US economy and created wage injustice.”
Since 2020, As You Sow has received $1.7 million from George Soros’ Open Society
Foundations: 8
8
Open Society Foundations, Awarded Grants, As You Sow
Page: 10
Other prominent leftwing funders include the Tides Foundation, which gave As You
Sow $400,000 in 2021: 9
And the Ford Foundation, which gave As You Sow $325,000 in 2022: 10
9
ProPublica Non-Profit Explorer, 2021 IRS Form 990 for the Tides Foundation
10
Ford Foundation, Awarded Grants, As You Sow
Page: 11
CENTER FOR POLITICAL ACCOUNTABILITY
The Center for Political Accountability (CPA) is another important player in the ESG
Movement’s efforts to force companies to disclose lobbying and political
expenditures.
Proxy Preview describes CPA as the forebear of forced political spending disclosure
efforts: 11
…Proponents filing resolutions about corporate political influence started asking

companies to be more accountable for their spending in the political arena twenty
years ago, with the launch of the Center for Political Accountability (CPA). The initial
focus was on board oversight and spending disclosure, but this started to shift
significantly three years ago when proponents began to look harder at where
company-connected money goes and whether the viewpoints of recipients clash with
stated corporate environmental and social policies…
CPA produces the CPA-Zicklin Index, which purports to be a measure of “electoral

spending transparency.”
The index is based on 24 metrics, most of which are invasive enough to cause a chilling
effect on a company’s political activities, legislative activities, and association
memberships: 12
#1 Does the company publicly disclose corporate contributions to political candidates,

parties and committees, including recipient names and amounts given?
#2 Does the company publicly disclose payments to 527 groups, such as governors
associations and super PACs, including recipient names and amounts given?
#3 Does the company publicly disclose independent political expenditures made in

direct support of or opposition to a campaign, including recipient names and amounts
given?
#4 Does the company publicly disclose payments to trade associations that the
recipient organization may use for political purposes?
#5 Does the company publicly disclose payments to other tax-exempt organizations,

such as 501(c)(4)s, that the recipient may use for political purposes?
11
12
Center for Political Accountability, CPA-Zicklin Index
Page: 12
#6 Does the company publicly disclose a list of the amounts and recipients of payments
made by trade associations or other tax exempt organizations of which the company is
either a member or donor?
#7 Does the company publicly disclose payments made to influence the outcome of
ballot measures, including recipient names and amounts given?
#8 Does the company publicly disclose the company’s senior managers (by
position/title of the individuals involved) who have final authority over the company’s
political spending decisions?
#9 Does the company publicly disclose an archive of each political expenditure report,
including all direct and/or indirect contributions, for each year since the company
began disclosing the information (or at least for the past five years)?
#10 Does the company disclose a detailed policy governing its political expenditures
from corporate funds?
#11 Does the company have a publicly available policy permitting political contributions
only through voluntary employee-funded PAC contributions?
#12 Does the company have a publicly available policy stating that all of its
contributions will promote the interests of the company and will be made without
regard for the private political preferences of executives?
#13 Does the company publicly describe the types of entities considered to be proper
recipients of the company’s political spending?
#14 Does the company publicly describe its public policy positions that become the
basis for its spending decisions with corporate funds?
#15 Does the company have a public policy requiring senior managers to oversee and
have final authority over all of the company’s political spending?
#16 Does the company have a publicly available policy that the board of directors
regularly oversees the company’s corporate political activity?
#17 Does the company have a specified board committee that reviews the company’s
policy on political expenditures?
political expenditures made with corporate funds?
payments to trade associations and other tax-exempt organizations that may be used
for political purposes?
#20 Does the company have a specified board committee that approves political
expenditures from corporate funds?
#21 Does the company have a specified board committee, composed entirely of outside
directors, that oversees its political activity?
Page: 13
#22 Does the company post on its website a detailed report of its political spending
with corporate funds semiannually?
#23 Does the company make available a dedicated political disclosure web page found
through search or accessible within three mouse-clicks from homepage?
#24 Does the company disclose an internal process for or an affirmative statement on
ensuring compliance with its political spending policy?
CPA is also the author of the CPA “Model Code” resolution template, which “requests
that the company require reports from any third party groups to which it makes
payments (527s, trade associations, and 501(c)(4) orgs) detailing the groups’ political
expenditures and requests that the company publish this information on its website.”
Proxy Preview noted that CPA’s Model Code resolution template had been used as
the basis for eight shareholder resolutions in 2023. 13
CPA has received financial support from several prominent leftwing foundations,
among them the Ford Foundation, which has given CPA $515,000 since 2021.
Importantly, the Ford Foundation said the “quiet part out loud” when disclosing their
2021 payment to CPA – explicitly noting that their contribution was to support CPA’s
efforts to “change company political spending behavior”: 14
13
14
Ford Foundation, Awarded Grants, Center for Political Accountability
Page: 14
THE ESG MOVEMENT’S STATED EFFORTS TO DEFUND BUSINESS
AND CONSERVATIVE GROUPS
In Proxy Preview’s 2023 report, they note that the intent of the lobbying and political
spending disclosure resolutions is to expose “dark money” that flows through trade
associations and other non-profits. 15
… The initial focus was on board oversight and spending disclosure, but this started to
shift significantly three years ago when proponents began to look harder at where
company-connected money goes and whether the viewpoints of recipients clash
with stated corporate environmental and social policies. Oversight and at least some
disclosure of direct spending is now routine for almost all large companies—even
though they remain reluctant to explain how much cash flows into the political system
indirectly via “dark money” channels. This support often comes from politically active
intermediaries such as trade associations and so-called “social welfare” nonprofit
groups. But the “values congruency” proposals present a new frontier and companies
this year continue to grapple with a growing number of proposals on reproductive
rights, as well as many on climate change policy influence…
Proxy Preview noted in their report the specific type of spending they are trying to
expose – spending that “disproportionately support[s] Republicans in red states” – and
that “these states” “reflect the increasingly radicalized agenda of the American right
wing”: 16
…Research by Si2 and others has established that companies spend in a deeply partisan
fashion in statehouse elections; they disproportionately support Republicans in red
states, where more corporate money flows than to any other U.S. region. It is these
states which reflect the increasingly radicalized agenda of the American right wing,
clashing with the priorities of many investors and companies about the bottom-line
importance of diversity, equity and inclusion, but also measures to mitigate climate
change. Also at issue are company contributions to politicians who deny the 2020
election results and seek to restrict voting rights, thus undermining our democracy.
While some companies announced they would pause spending to election deniers,
they largely have shelved that idea now…
Proxy Preview included a note in their report from John Keenan with AFSCME Capital
Strategies. In it, Keenan specifically called out ALEC for “promoting bills that
undermine regulations on climate change, raising the minimum wage and workplace
safety.” Keenan also celebrated that “more than 100 companies have cut ties” with
ALEC: 17
15
16
Ibid.
17
Ibid. Page 39
Page: 15
Keenan continued to note that utility companies, in particular, were a target for
increased forced disclosures by the ESG Movement. Additionally, Keenan called out
tech companies for supporting conservative groups like the Federalist Society and the
Independent Women’s Forum: 18
18
Ibid.
Page: 16
Proxy Preview included another note by Bruce Freed and Dan Carrol of the Center for
Political Accountability (CPA). They cited “climate change,” “voting,” “women’s
reproductive rights,” and “guns” as issues at the forefront of corporate political
spending. They noted that the media, employees, and consumers are scrutinizing
corporate political spending, and that companies must “connect the dots to the
ultimate destination of their money” because “if they don’t, someone else will”: 19
19
Ibid. Page 41
Page: 17
Proxy Preview also included a note by Tracey Rembert of the Interfaith Center on
Corporate Responsibility. Rembert laid bare the ideological intent of the ESG
Movement to force more corporate lobbying disclosure. Rembert stated that due to
climate change, that “a hodge-podge of voluntary efforts no longer suffices” and that
“we have fewer than seven years to turn things around.”
Rembert called out the energy industry explicitly, stating “one place to start is ending
corporate lobbying and misinformation campaigns largely funded by the fossil fuel
industry and its trade groups, which aim to thwart climate-forward legislation and
regulation.” She even specifically celebrated the demise of the Global Climate
Coalition (GCC), after leftwing bullying forced companies to leave the association –
leaving no doubt about the intent of the ESG Movement – to put trade associations
and pro-business groups out of business.
Page: 18
Finally, Rembert threatened that “we hope companies understand that scrutiny of
their political activity will only keep growing and those that continue to work against
productive climate policy will likely see legal action to hold them accountable for the
damage they are causing”: 20
THE ESG MOVEMENT’S LOBBYING DISCLOSURE CAMPAIGNS ARE A REAL,

TANGIBLE THREAT
The ESG Movement is having some degree of success in pushing for more forced
lobbying and political spending disclosures, showing that these campaigns are a real
threat to companies and to the advocacy community. Proxy Preview 2023 noted that
during the 2022 proxy season, the ESG Movement achieved outright majority votes at
20
Ibid. Page 42
Page: 19
five companies to force more disclosure. Those companies were Dollar General, Gilead
Sciences, Netflix, Travelers, and Twitter: 21
The ESG Movement has also been able to bully companies to reach agreements on
forced disclosures before bringing the issue to a proxy vote – akin to two parties
settling a lawsuit before it gets to trial. Proxy Preview noted that many agreements
were reached in the 2022 proxy season: 22
…Most of the two dozen proposals about climate lobbying were withdrawn given a
plethora of agreements and high votes the year before…
…
…Investors have considered proposals about election spending oversight and
disclosure since 2003 but voted on only nine in 2022, with two majorities—57 percent
at Dollar General and 53.4 percent at Twitter. Thirteen of 15 withdrawals came after
agreements…
And similar agreements were reached in the 2023 season: 23
…Proponents have reached deals at Apple, Travelers, Visa and Walt Disney, where
investors have voted annually since 2016 and the 2022 vote was 34.2 percent; the
company recently expanded its reporting on trade group spending used for political
purposes…
…
… James McRitchie withdrew at ServiceNow after it implemented the proposal; it will
publish its first report this year. The company also had argued at the SEC that the
resolution was moot…
…
… Trillium withdrew after EOG Resources agreed to provide more information about its
trade associations. Mercy Investments withdrew at UPS after another agreement. UPS
has received 16 proposals since 2010 about political influence, mostly on lobbying, and
a somewhat more general climate lobbying proposal there received 33.2 percent in
2022. The proponent also withdrew at Kinder Morgan after an agreement, according to
Ceres…
Several of these agreements were reached by the New York State Comptroller’s Office,
removing any doubt that the push for forced lobbying disclosure is politically
motivated: 24
21
Ibid. Page 85
22
Ibid. Page 86
23
Ibid. Page 50
24
Pensions & Investments, “New York State Common wins push for disclosure of political
spending,” June 21, 2023
Page: 20
New York State Common Retirement Fund, Albany, has withdrawn shareholder
resolutions from seven companies after they agreed to disclose political spending,
Thomas P. DiNapoli, the state comptroller and sole trustee of the $242.3 billion pension
fund, announced Wednesday.
The resolutions, which would have been offered for a vote at the companies' annual
meetings, were withdrawn between mid-March and early May, according to
information provided by the pension fund to Pensions & Investments. "In today's
political climate, corporations that engage in political spending risk damaging their
reputations," Mr. DiNapoli said in a news release.
"Shareholders need transparency to be able to assess whether corporate political

donations align with shareholders' interests, he said. "It is imperative that companies,
at a bare minimum, proactively disclose all corporate funds spent on political causes."
The companies are Match Group, Penn Entertainment, Paramount Global, Warner
Bros. Discovery, Zillow Group, Zoom Video Communications and the Travelers
Companies.
For all except Travelers, the companies agreed to make public all monetary and non-
monetary contributions and expenditures to campaigns for or against candidates, or
to influence public opinion on an election or referendum, the news release said.
Travelers agreed to publicize the information about trade associations and social
welfare organizations to which Travelers pays dues of $25,000 or more as well as the
lobbying payments associated with those contributions, the news release said.
Page: 21
NAMING AND SHAMING RESOLUTIONS FILED BY THE ESG
MOVEMENT
In this chapter we outline the shareholder resolutions introduced by ESG proponents
at companies that name and shame specific organizations, either explicitly or through
citations.
In addition to these specific naming and shaming resolutions included in this chapter,
there were many more forced disclosure resolutions filed at companies this year
that, while not naming groups specifically, if passed, would have the same chilling
effect on corporate free speech and association.
ABBOTT LABORATORIES
Proponents: The Province of Saint Joseph of the Capuchin Order, Proxy Impact, and
Hilary E. Van Dusen
Groups named and shamed:

• Business Roundtable
• National Association of Manufacturers
• Chamber of Commerce
• Alliance for Aging Research
• Caregivers Voice United
• Infant Nutrition Council of America
Votes in support: 22.97%
Below is the resolution and supporting statement: 25
Whereas, we believe in full disclosure of Abbott’s lobbying activities and expenditures

to assess whether Abbott’s lobbying is consistent with its expressed goals and
stockholder interests.
Resolved, the stockholders of Abbott request the preparation of a report, updated

annually, disclosing:
1. Company policy and procedures governing lobbying, both direct and indirect,
and grassroots lobbying communications.
2. Payments by Abbott used for (a) direct or indirect lobbying or (b) grassroots
lobbying communications, in each case including the amount of the payment and the
recipient.
3. Abbott’s membership in and payments to any tax-exempt organization that
writes and endorses model legislation.
25
SEC EDGAR, Abbott Laboratories, Proxy Statement filed March 17, 2023
Page: 22
4. Description of management’s decision-making process and the Board’s
oversight for making payments described in sections 2 and 3 above.
For purposes of this proposal, a “grassroots lobbying communication” is a
communication directed to the general public that (a) refers to specific legislation or
regulation, (b) reflects a view on the legislation or regulation and (c) encourages the
recipient of the communication to take action with respect to the legislation or
regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other
organization of which Abbott is a member.
Both “direct and indirect lobbying” and “grassroots lobbying communications” include
efforts at the local, state and federal levels.
The report shall be presented to the Public Policy Committee and posted on Abbott’s
website.
Supporting Statement
Abbott spent $46,140,000 from 2010 – 2021 on federal lobbying. This figure does not
include state lobbying, where Abbott lobbied in at least 19 states in 2020 and spent
$1,116,882 on lobbying in California from 2010 – 2021.
Abbott fails to disclose its payments to trade associations and social welfare
organizations, or the amounts used for lobbying, to stockholders. Companies can give
unlimited amounts to third party groups that spend millions on lobbying and
undisclosed grassroots activity. These groups may be spending “at least double what’s
publicly reported.”1 Abbott belongs to the Business Roundtable, National Association of
Manufacturers (NAM) and Chamber Commerce, which together spent $110,830,000 on
lobbying for 2021. Abbott also supports social welfare groups like the Alliance for Aging
Research, which lobbies and ran Facebook ads opposing drug pricing legislation,2 and
Caregivers Voice United, which backed a secret letter campaign in Oregon.3
We are concerned Abbott’s lack of disclosure presents reputational risk when its
lobbying contradicts company public positions. For example, Abbott and its trade
association Infant Nutrition Council of America have attracted scrutiny for lobbying to
weaken bacteria safety testing for baby formula.4 Abbott believes in addressing climate
change, yet the Business Roundtable lobbied against the Inflation Reduction Act5 and
the Chamber opposed the Paris climate accord. And while Abbott does not belong to
the controversial American Legislative Exchange Council (ALEC), it is represented by its
trade associations, as the Chamber and NAM each sit on its Private Enterprise Advisory
Council.
We urge Abbott to expand its lobbying disclosure.
ABBVIE
Political Spending Resolution
Proponents: As You Sow, on behalf of Eliana Fishman, and co-filers Leslie Oelsner Bene
IRA of S Berman, and PCR Children’s Tr FBO Ellen Remmer
Page: 23
• U.S. Chamber of Commerce
• PhRMA
• RSLC (in citation)
• RGA (in citation)
Below is the resolution and the supporting statement: 26
WHEREAS: The political expenditures of AbbVie Inc. (“AbbVie”) appear to be misaligned

with the Company’s publicly stated values and vision across a number of issue areas.
AbbVie states that it believes climate change is impacting human health and has
committed to joining the Science Based Targets initiative, which requires companies
to align their emissions with the Paris Climate Agreement’s goal of limiting global
temperature rise to no more than 1.5°C.1 Yet, AbbVie is a member of the U.S. Chamber
of Commerce, which has consistently lobbied to roll back U.S. climate regulation and
promotes regulations that would slow the transition towards a low carbon energy mix.
AbbVie has stated, "We are committed to equity, equality, diversity and inclusion
(“EED&I”). It’s fundamental to who we are and it’s just how we 'do good business.’”
AbbVie has also written, "EED&I is good for our people and patients, and also for our
business—strengthening performance, helping us innovate and understand our
customers, and retaining the best talent."2 Yet, AbbVie contributed to multiple trade
associations that have supported and promoted voter suppression laws.3 Further, in the
2020-2022 election cycles, AbbVie and its employee PACs donated at least $1,604,250
to politicians and political organizations working to weaken women’s access to
reproductive health care. Reductions in access to reproductive health care may also
put at risk future sales for AbbVie subsidiaries Allergan and Odyssea Pharma, which
both manufacture birth control.
AbbVie has stated, "[W]e believe patients need access to quality and affordable
medicines. Improving health outcomes for patients around the world is one of AbbVie’s
corporate responsibility commitments and is integral to our core business strategy."4
However, AbbVie contributes to PhRMA, which supports numerous organizations
opposing efforts to reform drug pricing.
To minimize possible missteps and risk to the firm's reputation and brand, AbbVie
should establish clear policies and report on corporate electioneering and political
spending that conflicts with its stated healthcare, social, and environmental objectives.
RESOLVED: Shareholders request that AbbVie annually analyze and report, at

reasonable expense, the congruence of its political, lobbying, and electioneering
expenditures during the preceding year against its publicly stated company values and
policies, listing and explaining instances of incongruent expenditures, and stating
whether the identified incongruencies have or will lead to a change in future
expenditures or contributions.
SUPPORTING STATEMENT: Proponents recommend, at management discretion, that

the report also contain an analysis of risks to our company's brand, reputation, and
26
SEC EDGAR, Abbvie, Proxy Statement Filed on March 20, 2023
Page: 24
shareholder value of expenditures in conflict with publicly stated Company values.
“Expenditures for electioneering communications" means spending, from the
corporate treasury and from its PACs, during the year, directly or through third parties,
in printed, internet, or broadcast communications, which are reasonably susceptible to
interpretation as being in support of or in opposition to a specific candidate.
Lobbying Resolution
Proponents: Dana Investment Advisers and co-filer Dominican Sisters of Springfield

Illinois

• PhRMA
• Alliance for Patient Access
• ALEC
• American Action Network
Whereas, full disclosure of AbbVie’s lobbying activities and expenditures to assess

whether AbbVie’s lobbying is consistent with its expressed goals and stockholder
interests.
Resolved, the stockholders of AbbVie request the preparation of a report, updated

1. Company policy and procedures governing lobbying, both direct and indirect, and
grassroots lobbying communications.
2. Payments by AbbVie used for (a) direct or indirect lobbying or (b) grassroots lobbying
communications, in each case including the amount of the payment and the recipient.
3.AbbVie’s membership in and payments to any tax-exempt organization that writes
and endorses model legislation.
4. Description of management’s decision-making process and the Board’s oversight for
making payments described in section 2 above.

organization of which AbbVie is a member.
efforts at the local, state, and federal levels. The report shall be presented to the Public
Policy Committee and posted on AbbVie’s website.
27
SEC EDGAR, Abbvie, Proxy Statement Filed on March 20, 2023
Page: 25
AbbVie spent $55,650,000 from 2013 – 2021 on federal lobbying. AbbVie’s lobbying “to
kill lower drug prices during pandemic” attracted negative scrutiny.1 AbbVie lobbies at
the state level, spending $2,421,703 on lobbying in California from 2013 – 2021. And
AbbVie lobbies abroad, spending between €1,000,000 – 1,249,999 on lobbying in
Europe for 2021.
AbbVie fails to disclose its payments to trade associations and social welfare groups
(SWGs), or the amounts used for lobbying, to stockholders. Companies can give
undisclosed grassroots activity.2
AbbVie sits on the board of the Pharmaceutical Research and Manufacturers of

America (PhRMA) and belongs to the Chamber of Commerce, which together have
spent over $2.2 billion on lobbying since 1998, and supports SWGs that lobby, like the
Alliance for Patient Access.3 And while AbbVie does not belong to the controversial
American Legislative Exchange Council, it is represented by the Chamber and PhRMA,
which each sit on its Private Enterprise Advisory Council.
AbbVie’s lack of disclosure presents reputational risk when its lobbying contradicts
company public positions or evades disclosure of third party payments. AbbVie states
it supports more affordable medicines, yet has drawn congressional scrutiny for hiking
drug prices4 and media attention for funding dark money “ads attacking prescription
drug bill — after hiking prices up to 470%.”5 And PhRMA gives millions to “dark money”
SWGs like the American Action Network, which “has consistently advocated policies
favored by drugmakers.”6
We believe AbbVie’s failure to disclose third party lobbying payments is a risk and urge
AbbVie to expand its disclosure.
ALPHABET
Lobbying Resolution
Proponent: United Church Funds

• National Taxpayers Union
• Taxpayers Protection Alliance
• Federalist Society
• Independent Women’s Forum
• ALEC
• NetChoice
Page: 26
United Church Funds has advised us that it intends to submit the proposal set forth
below for consideration at our Annual Meeting.
Whereas, full disclosure of Alphabet’s lobbying activities and expenditures to assess

whether its lobbying is consistent with Alphabet’s expressed goals and stockholders’
best interests.
Resolved, stockholders request the preparation of a report, updated annually,

disclosing:
2. Payments by Alphabet used for (a) direct or indirect lobbying or (b) grassroots
recipient.
3. Description of management’s and the Board’s decision-making process and
oversight for making payments described in sections 2 above.

organization of which Alphabet is a member.
The report shall be presented to the Nominating Committee and posted on Alphabet’s
website.
Alphabet spent $105,845,000 on federal lobbying from 2015 – 2021. This does not include
state lobbying. Alphabet lobbied in at least 38 states in 2021. Alphabet also lobbies
abroad, “being accused of shady lobbying”1 and spending between €6,000,000 –
6,499,999 on lobbying in Europe for 2021.
Companies can give unlimited amounts to third party groups that spend millions on
lobbying and undisclosed grassroots activity.2 Alphabet lists support of 369 trade
associations (TAs), social welfare groups (SWGs) and nonprofits for 2022, yet fails to
disclose its payments, or the amounts used for lobbying. Alphabet belongs to the
Chamber of Commerce and Business Roundtable, which have spent over $2.1 billion on
lobbying since 1998, supports SWGs that lobby like National Taxpayers Union3 and
Taxpayers Protection Alliance,4 and funds controversial nonprofits like the Federalist
Society5 and Independent Women’s Forum, which “routinely pushes policy positions
that are highly favorable to its corporate donors.”6
28
SEC EDGAR, Alphabet, Proxy Statement filed on April 21, 2023
Page: 27
Alphabet’s lack of disclosure presents reputational risks when its lobbying contradicts
company public positions or hides payments to SWGs. Alphabet has drawn attention
for funding “dark money groups” to oppose antitrust regulation.7 Highlighting dark
money risks, utility FirstEnergy was fined $230 million for funneling $60 million through
SWG Generation Now in a bribery scandal.8 On company positions, Alphabet believes
in addressing climate change, yet the Business Roundtable lobbied against the
Inflation Reduction Act.9 And while Alphabet does not belong to the American
Legislative Exchange Council, which is attacking so called woke capitalism,10 it is
represented by the Chamber, NetChoice and National Taxpayers Union, which all sit on
its Private Enterprise Advisory Council.
Last year, this proposal received majority support from outside shareholders.
Climate Lobbying Resolution
Proponents: Boston Trust Walden Company and Zevin Asset Management, as lead
filers, and the Benedictine Sisters of Virginia and the Benedictine Sisters of Mount St.
Scholastica, as co-filers

• US Chamber of Commerce
• Competitive Enterprise Institute (in footnote)
• American Enterprise Institute (in footnote)
• Heritage Foundation (in footnote)
Boston Trust Walden Company and Zevin Asset Management, as lead filers, and the
Benedictine Sisters of Virginia and the Benedictine Sisters of Mount St. Scholastica, as
co-filers, along with a number of other co-filers, whose names, addresses, and
stockholdings will be provided by us upon request, have advised us that they intend to
submit the proposal set forth below for consideration at our Annual Meeting.
Whereas: Regular examination of the alignment of lobbying activities (direct and

indirect) with corporate public commitments and policies is an increasingly important
requirement of strong corporate governance.
Resolved: Shareholders request the Alphabet Inc. Board of Directors within the next
year conduct an evaluation and issue a report (at reasonable cost, omitting proprietary
information) describing its framework for identifying and addressing misalignments
between Alphabet’s lobbying (directly and indirectly through trade associations and
social welfare and nonprofit organizations) and Alphabet’s commitments to mitigate
climate impact and its support of the Paris Agreement, which seeks to limit average
global warming to no more than 1.5 degrees Celsius by 2030. The report should include
essential elements, such as the criteria used to assess alignment; the strategies used to
address any misalignment; and circumstances under which these strategies are
implemented.
29
SEC EDGAR, Alphabet, Proxy Statement filed on April 21, 2023
Page: 28
Supporting Statement: Corporate lobbying activities inconsistent with meeting the
goals of the Paris Agreement present regulatory, reputational, and legal risks to
companies. Such policy engagement also presents systemic risks to economies and
markets, as delays in implementation of the Paris Agreement increase the physical
risks of climate change, undermine economic stability, and introduce uncertainty and
volatility into our investment portfolios. We believe Paris-aligned climate lobbying
helps mitigate these risks and contributes positively to the long-term value of
companies.
Alphabet publicly supports the goals of the Paris Agreement, advocates for specific
science-based climate policies, leads investment in carbon-free energy, and maintains
a policy for Google advertisers, publishers and YouTube creators “that will prohibit ads
for, and monetization of, content that contradicts well-established scientific consensus
around the existence and causes of climate change.”1 Alphabet also discloses an
extensive list of its memberships in trade associations and policy-focused non-profits.
Alphabet does not, however, disclose whether its lobbying practices (directly and
indirectly) align with the Paris Agreement’s aims or Alphabet’s own carbon-free energy
target, nor company actions to address instances of misalignment.
Of particular concern are industry and policy groups that represent business but too
often present obstacles to global emissions reductions, and regulation or legislation
addressing climate risk. A review of Alphabet’s disclosed memberships2 reveals
inconsistencies with Alphabet’s actions on, and commitments to, the Paris Agreement
and the prevailing science.345 For example, Alphabet discloses it is a member of the US
Chamber of Commerce, which has spent nearly $1.8 billion on federal lobbying since
1998.6 The Chamber lobbied strongly against the Inflation Reduction Act, the most
ambitious climate policy in U.S. history.7
An alignment assessment can help to identify and address risks presented by

misalignment and protect the credibility of Alphabet’s leadership efforts on climate.
Thus, we urge the Board and management to conduct a comprehensive review of

Alphabet’s lobbying and public policy activity, assessing the degree of alignment with
the Paris Agreement’s objectives, and detailing clear plans for action to address any
misalignment. This proposal was introduced with Alphabet last year and earned 55.6%
of the outside vote.
ALTRIA
Proponent: Trinity Health

• ALEC
• RAGA (in cited report)
• RSLC (in cited report)
• CLF (in cited report)
• SLF (in cited report)
• Arizona Republican Legislative Victory Fund (in cited report)
Page: 29
Below is the statement in support of the resolution: 30
Resolved: Shareholders request that Altria annually analyze and report on the
congruence of its political and lobbying expenditures during the preceding year
against its publicly stated company values and policies, listing and explaining instances
of incongruent expenditures, and stating whether the identified incongruencies have
or will lead to a change in future expenditures or contributions.
Whereas: A New York Times article, “Big Tobacco Heralds a Healthier World While
Fighting Its Arrival”, 1 reported: “Major cigarette companies, like Altria and R.J. Reynolds,
acknowledge that cigarettes are dangerous and addictive, and they are heralding their
investments in electronic cigarettes and other less-harmful alternatives to cigarettes.
But, with much less fanfare, they are taking steps to slow the very smokeless future
they claim to want: The companies have submitted letters protesting the proposed
menthol ban in traditional cigarettes, and they have signaled they will similarly resist
any efforts to lower nicotine levels.”
Altria has set science-based greenhouse gas reduction targets, yet is a member of the
U.S. Chamber of Commerce and the American Legislative Exchange Council (ALEC),
both of which have lobbied to roll back specific US climate regulations and promote
regulatory frameworks that would slow the transition towards a lower-carbon
economy. This raises questions about whether Altria is also supporting efforts that
conflict with its environmental commitments.
ln addition, while Altria has articulated its support for the right to vote, the Company
was one of the recipients of a letter sent by the League of Women Voters and over 300
organizations to corporations to stop funding ALEC because of its voter restriction
efforts. 2
Altria does not disclose its payments to trade associations (TAs) and social welfare
groups (SWGs). Companies can give unlimited amounts to TAs and SWGs that spend
millions on lobbying and undisclosed grassroots activity. The federal Lobbying
Disclosure Act does not require reporting of grassroots lobbying, and disclosure is
uneven or absent in states. Investors have repeatedly sought greater transparency
because a company’s political activity can contradict its stated goals, posing reputation
risk.
The Center for Political Accountability’s (CPA) report, “Practical Stake: Corporations,
Political Spending and Democracy” provides “a framework for companies to evaluate
their political spending and align it with core company values and core democracy
values, mitigating risks to their self-interests and Democracy.”3 One of the report’s
findings is that “political spending by companies totaling millions of dollars too often
conflicts with their public commitments. Companies contributed heavily to a partisan
political group tied to robocalls one day before Jan. 6, 2021. That same group helped
elect state attorneys general who went to court to get the 2020 election results from
key states thrown out. At the state level, companies gave millions of dollars to groups
supporting the election of officeholders who worked for new laws to restrict or suppress
voting.” 4 Altria’s expenditures are cited numerous times in the report.
30
SEC EDGAR, Altria Group, Inc., Proxy Statement filed on April 6, 2023
Page: 30
AMAZON
Proponents: Eric and Emily Johnson and Mercy Rome, represented by Newground
Social Investment

• California Chamber of Commerce (in footnotes)
• American Enterprise Institute (in footnotes)
Assess Alignment of Lobbying with Company’s Climate Goals
RESOLVED: Shareholders of Amazon.com Inc. (“Amazon”) request that the Board report
to shareholders (at reasonable cost, omitting confidential/proprietary information) on
its framework for identifying and addressing misalignments between Amazon’s
lobbying and policy influence activities and positions, both direct and indirect through
trade associations, coalitions, alliances, and social welfare organizations (“Associations”),
and its Net Zero (emissions) climate commitments, including the criteria used to assess
alignment, the escalation strategies used to address misalignments, and the
circumstances under which escalation strategies are used (e.g., timeline, sequencing,
degree of influence over an Association).
SUPPORTING STATEMENT
Critical gaps persist between national climate commitments and the actions necessary
to meet them. A 2022 global assessment makes it clear that nations are not doing
enough to limit global warming to 1.5 degrees Celsius1 and that this goal is now almost
entirely out of reach unless immediate and dramatic changes are implemented.2
Voluntary initiatives are insufficient to meet the Paris Agreement’s goals without robust
climate public policy. Major companies have enormous influence and bipartisan
credibility to help establish a policy environment that will avert the most dire climate
consequences and take advantage of the opportunity of this generational economic
shift. Corporate lobbying that is inconsistent with the Paris Agreement poses
significant escalating risks to companies and investors. Investors need clear
information on how companies’ direct and indirect policy advocacy efforts align with
their own climate targets, as companies may tout their climate efforts but often fail to
account for their support for organizations and initiatives that work to block critical
climate policies.
Amazon notes that its lobbying and advocacy activities are “aligned with the Paris
Agreement goals”3 and that it “advocate[s] in support of public policy that advances . . .
access to and the expansion of clean energy, sustainable transportation, and other
decarbonizing solutions.”4 But Amazon also acknowledges that its “membership in
31
SEC EDGAR, Amazon, Proxy Statement filed on April 13, 2023
Page: 31
certain organizations may . . . be viewed as indirectly funding positions that are
inconsistent with [its] views on climate change and the Paris Agreement goals.”5
Amazon reports considering the reputational risks of potential misalignment between

its policy positions and those of third parties representing it, but claims that the benefits
of such memberships may outweigh the risks,6 without analyzing the trade-offs.
Amazon says that it communicates with third parties representing it when the
company disagrees with their climate policy positions,7 but insufficient detail is
provided to allow investors to evaluate the robustness of Amazon’s responses.
Additionally, Amazon’s trade association and other memberships8 reveal

inconsistencies with its actions on, and commitments to, its own Net Zero ambitions,
including support for organizations consistently doubting the scientific consensus on
climate change.9
While Amazon has publicly outlined examples of positive direct lobbying efforts aligned
with the Paris Agreement, it has not disclosed the policy positions, actions, assessment
framework, and escalation considerations needed for investors to properly analyze and
address misaligned activities, and the consistency of aligned positions.
AT&T
Proponent: As You Sow

Votes in support: Resolution withdrawn, agreement reached.
WHEREAS: AT&T Inc. (“AT&T”) sponsors a federal employee political action committee
(PAC) and numerous state PACs whose “decisions are based on AT&T’s public policy
positions and the best interests of the business and our employees.”[1]
AT&T’s politically-focused expenditures appear to be misaligned with its public

statements on Company values, views, and operational practices. As examples, AT&T
states it:
Has a “history of commitment to gender equality,”[2] yet the Proponent estimates that
in the 2020-2022 election cycles, AT&T and its employee PACs made political donations
totaling at least $8.0 million to politicians and political organizations working to weaken
women’s access to reproductive health care. Since 2021, it has donated over $325,000
to sponsors of a national abortion ban.[3]
Is committed to achieving carbon neutrality, yet is a member of the U.S. Chamber of

Commerce, which has consistently lobbied to roll back climate regulations and slow
the transition toward a low- carbon energy mix.
32
As You Sow, “AT&T Inc: Alignment of Stated Corporate Values with Political and
Electioneering Expenditures,” November 18, 2022
Page: 32
Is committed to “stand for equality as one of our core values," including dedicating
resources to “overcoming systemic barriers and ensuring civil rights for all
people.”[4] Yet, between June 1, 2020 and March 25, 2021, AT&T or its PACs contributed
at least $228,000 to state lawmakers who introduced or sponsored legislation
restricting public protests.[5]
Believes "the right to vote is sacred and we support voting laws that make it easier for
more Americans to vote in free, fair and secure elections,"[6] yet, in June 2021, AT&T or its
PACs contributed $132,500 to Texas state lawmakers who had supported bills that raise
voter suppression concerns.[7] It also donated to federal lawmakers who opposed voting
rights legislation during the 2023 election cycle, who objected to certifying the 2020
presidential election, and who opposed creating a Congressional January 6th
investigation.[8]
BE IT RESOLVED: Shareholders request that AT&T publish a report, at reasonable

expense, analyzing the congruence of the Company’s political and electioneering
expenditures during the preceding year against publicly stated company values and
policies, listing and explaining any instances of incongruent expenditures, and stating
whether the Company has made, or plans to make, changes in contributions or
communications to candidates as a result of identified incongruencies.
SUPPORTING STATEMENT: Proponents recommend, at Board and management

discretion, that the report also include management's analysis of risks to the Company
brand, reputation, or shareholder value associated with expenditures in conflict with its
publicly stated company values. “Expenditures for electioneering communications"
means spending, from corporate treasury and from the PACs, directly or through a
third party, at any time during the year, on printed, internet, or broadcast
communications, which are reasonably susceptible to interpretation as being in
support of or opposition to a specific candidate or cause.
After reaching an agreement on increased political spending transparency with AT&T,

As You Sow released the following press release: 33
BERKELEY, CALIFORNIA—APRIL 4, 2023—AT&T, a trusted telecommunications brand

providing phone and internet service to millions of Americans, made an important
commitment to greater transparency of its political activities for the benefit of
shareholders, customers, and all stakeholders as part of a shareholder resolution
withdrawal agreement with As You Sow.
AT&T has committed to try a new approach to political spending transparency. The
company will make public aggregated information that will provide investors
assurance it is managing its intentional political engagement and monitoring activity
on other priorities on which it doesn’t engage politically. These metrics will convey the
extent to which its political contributions align with the company’s stated political
engagement priorities, as well as its key priorities identified in the company’s annual
Sustainability Summary.
Investors have been asking that companies show that they are strategically managing
the complexity associated with being involved in the political process. They seek
assurance that companies understand the risks they are taking in supporting certain
As You Sow, “AT&T Commits to Political Spending Transparency for Shareholders and
33
Customers,” April 4, 2023
Page: 33
politicians, and that the companies are also able to identify the benefits they are
receiving for these risks.
“This agreement assures that AT&T will provide shareholders with increased
transparency on political spending,” said As You Sow’s CEO Andrew Behar. “It is
important that shareholders see the congruence between corporate goals and how
capital is spent. Political spending should be no different than any capital expenditure,
an ROI is critical to see if the expenditure resulted in impact aligned with corporate
priorities.”
AT&T states its priorities and goals in its “Political Engagement Report” and annual
“Sustainability Summary.” Issues important to its customers and its employees shape
those priorities, including expanding access for underserved and remote communities,
using technology to help find climate solutions, and opportunities for meaningful
employment.
Many companies are facing increased scrutiny from shareholders, the media, and
consumers about perceived misalignment between corporate values and political
spending and lobbying activities. More than 295 shareholder resolutions have been
filed at companies asking for greater transparency on political spending over the past
three years.
“Our political system is complex and nuanced, and it is challenging for companies to
navigate within a highly polarized political environment,” said Meredith Benton,
workplace equity program manager at As You Sow and founder of the consultancy
Whistle Stop Capital. “No legislator will vote with a company 100% of the time — that’s
not the expectation. But a company is expected to have a process in place to identify
and respond if a legislator is consistently voting against its goals.”
Investors believe that AT&T’s increased disclosure will allow for a better understanding
of the company’s practices and oversight — as well as allow for greater nuance and
additional data in broader conversations about how our democracy works, what it
means for companies, investors, and American citizens.
BOEING
Proponents: The Province of St. Joseph of the Capuchin Order

• ALEC
• EU Reporter
Page: 34
The Province of St. Joseph of the Capuchin Order, 1820 Mt. Elliott Street, Detroit, MI
48207, owner of 100 shares of Boeing common stock, has advised us that they intend
to present the following resolution at the annual meeting.
Whereas, we believe in full disclosure of Boeing’s lobbying activities and expenditures

to assess whether Boeing’s lobbying is consistent with its expressed goals and
shareholder interests, Resolved, the shareholders of Boeing request the preparation of
a report, updated annually, disclosing:
2. Payments by Boeing used for (a) direct or indirect lobbying or (b) grassroots lobbying
3. Boeing’s membership in and payments to any tax-exempt organization that writes


making payments described above.

organization of which Boeing is a member. Both “direct and indirect lobbying” and
“grassroots lobbying communications” include efforts at the local, state and federal
levels.
The report shall be presented to the GPP Committee and posted on Boeing’s website.
Boeing spent $192,880,000 from 2010 – 2021 on federal lobbying. This does not include
state lobbying, where Boeing also lobbies but on which disclosure is uneven or absent.
For example, Boeing spent $1,202,691 on lobbying in California from 2010 – 2021. Boeing
also lobbies abroad, attracting scrutiny for funding the EU Reporter, described as “EU
lobbying dressed up as journalism.”1
Boeing fails to disclose its payments to trade associations and social welfare
organizations, or the amounts used for lobbying, to shareholders. Companies can give
publicly reported.”2 Boeing belongs to the Business Roundtable (BRT), National
Association of Manufacturers (NAM) and US Chamber of Commerce, which together
spent $110,830,000 on lobbying for 2021, and supports controversial “dark money” social
welfare organizations like the American Action Network.3
We are concerned that Boeing’s lack of disclosure presents reputational risk when its
lobbying contradicts company public positions. For example, Boeing believes in
34
SEC EDGAR, Boeing, Proxy Statement filed on March 3, 2023
Page: 35
addressing climate change, yet the BRT lobbied against the Inflation Reduction Act4
and the Chamber opposed the Paris climate accord. While Boeing has previously
drawn scrutiny for avoiding federal taxes,5 the BRT lobbied against raising corporate
taxes to fund health care, education and safety net programs.6 And while our company
does not belong to the American Legislative Exchange Council, which is attacking
“woke capitalism,”7 Boeing is represented by its trade associations, as the Chamber and
NAM each sit on its Private Enterprise Advisory Council.
CATERPILLAR
Proponent: Myra K. Young

• ALEC
Whereas full disclosure of Caterpillar’s direct and indirect lobbying activities and
expenditures to assess whether Caterpillar’s lobbying is consistent with its expressed
goals and in stockholders’ best interests:

disclosing:
2. Payments by Caterpillar used for (a) direct or indirect lobbying or (b) grassroots
lobbying communications, in each case, including the amount of the payment and the
recipient.
3. Caterpillar’s membership in and payments to any tax-exempt organization that



regulations, (b) reflects a view on the legislation or regulation, and (c) encourages the
organization of which Caterpillar is a member.
35
SEC EDGAR, Caterpillar, Proxy Statement filed on May 1, 2023
Page: 36
local, state, and federal efforts.
The report shall be presented to the Public Policy and Governance Committee and
posted on Caterpillar’s website.
Caterpillar spent $42,850,000 from 2010 - 2020 on federal lobbying. This does not
include state lobbying, where Caterpillar also lobbies, but disclosure is uneven or
absent. For example, Caterpillar’s lobbying against right-to-repair laws in states like
New York has drawn attention1. Caterpillar also lobbies abroad, spending between
€100,000 - 199,000 on lobbying in Europe for 2020.
Companies can give unlimited amounts to third-party groups that spend millions on
lobbying and undisclosed grassroots activity. These groups may be spending “at least
double what’s publicly reported.”2 Caterpillar fails to disclose any of its payments to
trade associations and social welfare organizations, nor amounts used for lobbying,
including grassroots.
Caterpillar belongs to the Business Roundtable, National Association of Manufacturers,

and Chamber Commerce, which together spent $108,148,000 on 2020 lobbying and
drew attention for a “massive lobbying blitz” against raising corporate taxes to pay for
infrastructure.3 Caterpillar does not disclose its contributions in tax-exempt
organizations that write and endorse model legislation, such as the American
Legislative Exchange Council (ALEC).
Caterpillar’s lack of disclosure presents reputational risks when its lobbying contradicts
company public positions. For example, Caterpillar supports diversity and inclusion, yet
groups have asked companies to leave ALEC “because of its voter restriction efforts.”4
Caterpillar supports mitigating climate change, yet the Chamber and Business
Roundtable lobby to block climate action5. Caterpillar supports government
investments to modernize infrastructure, yet its trade associations lobbied against
raising corporate taxes to pay for it.
This topic won 44% of the vote last year.
CHARTER COMMUNICATIONS
Proponent: The Service Employees International Union Pension Plans Master Trust
(“SEIU”)

• NCTA
• Broadband for America
• ALEC
• Alliance for Quality Broadband (in cited article)
36
SEC EDGAR, Charter Communications, Proxy Statement filed on March 16, 2023
Page: 37
This proposal was submitted by The Service Employees International Union Pension
Plans Master Trust (“SEIU”), the beneficial owner of at least $2,000 worth of shares of
our Class A common stock. The proposal from SEIU reads as follows:
“Whereas, we believe in full disclosure of Charter’s lobbying activities and expenditures

to assess whether Charter’s lobbying is consistent with its expressed goals and
stockholder interests.

disclosing:
2. Payments by Charter used for (a) direct or indirect lobbying or (b) grassroots lobbying
3. Charter’s membership in and payments to any tax-exempt organization that writes


making payments described in sections 2 and 3 above.

organization of which Charter is a member.
The report shall be presented to the Audit Committee or other relevant oversight
committees and posted on Charter’s website.
Charter spent $80,765,000 from 2010 – 2021 on federal lobbying. This does not include
state lobbying expenditures, where Charter lobbied in at least 31 states in 2021 and
spent $2.9 million on lobbying in California from 2015 – 2021.
Charter fails to disclose its payments to trade associations and social welfare groups, or
the amounts used for lobbying, to stockholders. Companies can give unlimited
amounts to third party groups that spend millions on lobbying and undisclosed
grassroots activity. These groups may be spending “at least double what’s publicly
reported.”1 Charter serves on the board of NCTA - The Internet & Television Association,
which spent $189,720,000 on lobbying from 2010 – 2021, and belonged to Broadband
for America, a social welfare group which spent $4.2 million to submit 8.5 million fake
comments to the FCC opposing net neutrality.2 And Charter does not disclose its
contributions to groups which write and endorse model legislation, like the American
Legislative Exchange Council (ALEC).
Page: 38
We believe Charter’s lack of disclosure presents reputational risks when its lobbying
contradicts company public positions. For example, Charter states that it is committed
to an open internet, yet NCTA and Broadband for America lobbied against net
neutrality. While Charter is committed to diversity and inclusion, groups have asked
Charter to leave ALEC because of its voter restriction efforts.3 And Charter has attracted
negative scrutiny for “running a fake consumer group in Maine that’s killing community
broadband.”4“
In the last two years, this proposal received majority support of outside stockholders.
We urge Charter to expand its lobbying disclosure.
COCA-COLA
Global Transparency Report Resolution
Proponent: John C. Harrington/Harrington Investments

• International Life Sciences Institute
• Calorie Control Council
RESOLVED: Shareholders request the Company annually issue a transparency report

on global public policy and political influence, disclosing company expenditures and
activities outside of the United States. Such report should disclose company funding
and in-kind support directed to candidates or electioneering, lobbying, and any
charitable donations directed to public policy research or influence for the preceding
year including:
● Recipients and amounts.
● The Company’s membership in or payments to nongovernmental organizations

including trade and business associations, scientific or academic organizations and
charities.
● The rationale for these activities.
The Board and management may, in its discretion, establish a de minimis threshold,
such as contributions to an individual or organization totaling less than $250, below
which itemized disclosures would not be required.
Supporting statement:
Coke statements indicate they value transparency:
37
SEC EDGAR, The Coca-Cola Company, Proxy Statement filed on March 10, 2023
Page: 39
“Public Disclosures: We strive to be as transparent as possible, in all aspects of our
business. This includes our public policy engagement activity.”
However, Coke’s spending to influence and engage on public policy outside the United
States is minimal and inconsistently disclosed. A truly global corporation, Coke is the
world’s largest beverage company and operates in approximately 200 countries.1 As of
2019, Coke products were sold in all countries but Cuba and North Korea.2
Despite the global scope of operations, our company does not currently
comprehensively disclose its involvement in politics and advocacy on public policies
outside of the United States.
Coke scores low regarding international disclosures of corporate political activities,

according to a recent transparency index.3 Despite the corporation’s expansive global
operations, there is minimal disclosure of and transparency around international
political activity. In most cases, regional and country web pages offer codes of conduct
in lieu of disclosures. When there are limited disclosures, details requested in this
resolution, such as amounts paid and for what explicit purpose are absent.
Vanguard recently cautioned “poor governance of corporate political activity, coupled

with misalignment to a company’s stated strategy or a lack of transparency about the
activity, can manifest into financial, legal, and reputational risks that can affect long
term value”.4
In the food industry, a particular arena of abuse is support for scientific advocacy
intended to shape policy maker perceptions and influence policy making, regulations
and rule setting. Coke funded the global industry lobby group International Life
Sciences Institute to produce research that has helped slow, or stall altogether, public
health policy in India, Mexico, China, and Brazil.5 And as of 2021, Coke funded entities
like the Calorie Control Council, which has a history of leveraging covert public relations
tactics.6
Food corporations like Coke rely heavily on consumer trust, brand affinity and public
goodwill. These days, public officials, journalists, nongovernmental organizations, and
social media can quickly and publicly reveal corporate activity that seems highly
oppositional to a company’s image, brand or stated values.
Vote “YES” – Adopting this resolution would ensure the corporation inhabits its values.
Report on Risks from State Policies Restricting Reproductive Rights

Resolution
Groups named and shamed (all were named in an article 38 included in a citation):
38
MS Magazine, “The Dark Money Behind Abortion Bans,” July 20, 2022
Page: 40
• NRSC
• RGA
• RSLC
• Zeno
WHEREAS: While the Coca-Cola Company (“Coke”) has stated “[t]here is overwhelming
evidence that achieving equality and empowerment for women has broad ripple
effects that are good for society,” in the 2020-22 election cycles, the Proponent
estimates that Coke has given more than $1.8 million to politicians and political
organizations seeking to limit women’s reproductive rights.1
States have introduced nearly 600 laws restricting abortion access,2 and 14 states have
banned most abortions at six weeks of pregnancy, including Georgia. Other states have
protected abortion access.3
This patchwork of laws adds complexity for Coke. Coke and its independent bottling
partners operate in states where reproductive rights have been limited. Employees of
Coke and its partners now face challenges accessing reproductive healthcare,
including abortion services, for themselves or family members.
Employers, as well as employees, bear the cost of restricted access to reproductive

health care. For example, women who cannot access abortion are three times more
likely to leave the workforce than women who have access to abortion.4 The Institute
for Women’s Policy Research estimates that state-level abortion restrictions may
annually keep more than 500,000 women aged 15 to 44 out of the workforce.5
Coke may find it more difficult to recruit employees to Georgia or to the other states
that have outlawed abortion.6 According to a 2022 survey, more than 50 percent of
women under 40, regardless of political affiliation, would prefer to work for a company
that supports abortion access.7 This may harm Coke’s ability to meet diversity and
inclusion goals, with negative consequences to performance, brand, and reputation.
Surveys have consistently shown that a majority of Americans wanted to keep the Roe
v. Wade framework intact.8 In a 2021 survey of consumers, 64 percent said employers
should ensure that employees have access to reproductive health care and 42 percent
would be more likely to buy from a brand that publicly supports reproductive health
care.9
RESOLVED: Shareholders request that Coca-Cola’s Board of Directors issue a public

report prior to December 31, 2023, omitting confidential information and at reasonable
expense, detailing any known and potential risks or costs to the company caused by
enacted or proposed state policies severely restricting reproductive rights, and
detailing any strategies beyond litigation and legal compliance that the company may
deploy to minimize or mitigate these risks.
39
SEC EDGAR, The Coca-Cola Company, Proxy Statement filed on March 10, 2023
Page: 41
SUPPORTING STATEMENT: Shareholders recommend that the report evaluate any risks
and costs to the company associated with new laws and legislation severely restricting
reproductive rights and similar restrictive laws proposed or enacted in other states. In
its discretion, the board’s analysis may include effects on employee hiring, retention,
and productivity, and decisions regarding closure or expansion of operations in states
proposing or enacting restrictive laws and strategies, such as any public policy
advocacy by the company, related political contribution policies, and human resources
or educational strategies.
COMCAST
Proponent: Stephen Schewel/Arjuna Capital

WHEREAS: Comcast Corporation (“Comcast”) makes political contributions to

numerous individual and organizational recipients from the corporate treasury and
through political action committees (“PACs”). Comcast’s politically-focused
expenditures appear to be misaligned with its public statements on Company values,
views, and operational practices.
For example, Comcast has stated, “Voting is fundamental to our democracy. We believe
that all Americans should enjoy equitable access to secure elections and we have long
supported and promoted voter education, registration and participation campaigns
across the country to achieve that goal. Efforts to limit or impede access to this vital
constitutional right for any citizen are not consistent with our values.”1 Yet during the
2022 election cycle, Comcast contributed at least 447,500 dollars to members of
Congress who opposed federal voting rights legislation.2
Comcast’s Statement on Political and Trade Association Activities says it seeks

candidates who “respect democracy and the rule of law.”3 Yet in the 2022 election cycle,
the Company contributed at least 107,000 dollars to members of Congress who
rejected certification of the 2020 presidential election on January 6, 2021.4
Comcast promotes a number of initiatives designed to advance gender equity within

the company, with a goal to have representation within every level of the company
reach 50 percent for women. However, according to public records, the Proponent
estimates since the beginning of the 2020 election cycle, Comcast has contributed at
least 8 million dollars to political recipients working to weaken access to reproductive
health care. Limiting access to reproductive health care is shown to reduce women’s
retention in the workforce, an incongruency with Comcast’s representation goals.5
Comcast has committed to achieving carbon neutrality in its Scope 1 and 2 emissions
across global operations by 2035. However, Comcast is a member of the U.S. Chamber
40
SEC EDGAR, Comcast, Proxy Statement filed on April 28, 2023
Page: 42
of Commerce, which has long and consistently lobbied to constrain U.S. climate
regulations.
RESOLVED: Shareholders request that Comcast publish a report, at reasonable

expense, analyzing the congruence of the Company’s political and electioneering
policies, listing and explaining any instances of incongruent expenditures, and stating
whether the Company has made, or plans to make, changes in contributions or
communications to candidates as a result of identified incongruencies.
SUPPORTING STATEMENT: Proponents recommend, at Board and management

discretion, that the report also include management’s analysis of risks to the Company
brand, reputation, or shareholder value associated with expenditures in conflict with its
publicly stated company values. Incongruent expenditures may include donations to
political recipients working to reduce abortion access, eliminate climate regulations, or
reduce voting rights, amongst others. “Electioneering expenditures” means spending,
from the corporate treasury and from the PACs, directly or through a third party, at any
time during the year, which are reasonably susceptible to interpretation as in support
of or opposition to a specific candidate.
DTE ENERGY
Proponents: The Service Employees International Union Master Trust (SEIU)

• Clean and Sustainable Energy Fund
• Michigan Energy First
Votes in support 29.68%
Below is the resolution and statement of support: 41
The Company expects the following shareholder proposal to be presented for

consideration at the annual meeting by The Service Employees International Union
Master Trust. The proposal, along with the supporting statement, is included below.
Whereas, we believe in full disclosure of DTE Energy’s (“DTE’s”) lobbying activities and
expenditures to assess whether DTE’s lobbying is consistent with DTE’s expressed goals
and in shareholder interests.
Resolved, the shareholders of DTE request the preparation of a report, updated

1.Company policy and procedures governing lobbying, both direct and indirect, and
2.Payments by DTE used for (a) direct or indirect lobbying or (b) grassroots lobbying
41
SEC EDGAR, DTE Energy, Proxy Statement filed on March 23, 2023
Page: 43
3.DTE’s membership in and payments to any tax-exempt organization that writes and
endorses model legislation.
4.Description of management’s decision-making process and the Board’s oversight for


organization of which DTE is a member.
The report shall be presented to the Public Policy and Responsibility Committee and
posted on DTE’s website.
DTE fails to provide an annual report breaking out its lobbying by federal amounts,
individual states and payments to social welfare groups (SWGs), as requested. DTE
spent $13,830,000 from 2010 – 2021 on federal lobbying. This does not include state
lobbying, where DTE also lobbies, for example spending $894,869.33 on lobbying in
Michigan from 2019 through 2021.1
lobbying and often undisclosed grassroots activity. These groups may be spending “at
least double what’s publicly reported.”2 DTE discloses its payments to trade associations
that lobby, but critically fails to disclose its payments to politically active SWGs, like the
Clean and Sustainable Energy Fund and Michigan Energy First. DTE’s disclosure is also
incomplete for trade associations, failing to disclose any 2021 payments to the National
Association of Manufacturers, where it sits on the board.
DTE’s lack of disclosure presents reputational risk when it hides payments to dark
money SWGS or its lobbying contradicts company public positions. Highlighting these
risks, DTE’s peer FirstEnergy was fined $230 million for funneling $60 million through
SWG Generation Now in an Ohio bribery scandal.3 DTE’s support for the Clean and
Sustainable Energy Fund and Michigan Energy First has come under scrutiny in
California for funding research supporting carbon capture in California.4
We believe it is a risk for shareholders that “DTE does not disclose its 501(c)(4)
contributions and has urged shareholders for years to reject investor board resolutions
that call for transparency.”5
ELI LILLY & CO.
Lobbying Disclosure Resolution
Proponent: The Service Employees International Union Pension Plans Master Trust
(SEIU)
Page: 44
• PhRMA
• Alliance for Patient Access
• ALEC
The Service Employees International Union Pension Plans Master Trust (SEIU), 1800
Massachusetts Ave. NW, Suite 301, Washington, D.C. 20036-1202, a beneficial owner of
shares of our common stock having a market value in excess of $2,000, has submitted
the following proposal:
Whereas, we believe in full disclosure of Lilly’s lobbying activities and expenditures to

assess whether Lilly’s lobbying is consistent with its expressed goals and shareholder
interests.
Resolved, the shareholders of Lilly request the preparation of a report, updated

1.Company policy and procedures governing lobbying, both direct and indirect,
2.Payments by Lilly used for (a) direct or indirect lobbying or (b) grassroots
lobbying communications, in each case including the amount of the payment
and the recipient.
3.Lilly’s membership in and payments to any tax-exempt organization that
4.Description of management’s and the Board’s decision-making process and

organization of which Lilly is a member.
efforts at the local, territorial, state and federal levels.
The report shall be presented to the Public Policy and Compliance Committee and
posted on Lilly’s website.
42
SEC EDGAR, Eli Lilly & Co., Proxy Statement filed on March 17, 2023
Page: 45
Lilly spent $95,877,000 from 2010 – 2021 on federal lobbying. This figure does not include
state lobbying, where Lilly lobbied in at least 46 states in 2021. Lilly also lobbies abroad,
spending between €900,000–999,000 on lobbying in Europe for 2021.
Lilly fails to disclose its third-party payments to trade associations and social welfare
groups (SWGs), or the amounts used for lobbying, to shareholders. Companies can give
publicly reported.”1 For example, Pharmaceutical Research and Manufacturers of
America (PhRMA) has given millions to controversial “dark money” SWGs like the
American Action Network.2
Lilly belongs to the Chamber of Commerce, Business Roundtable, National Association

of Manufacturers (NAM) and PhRMA, which together have spent over $2.8 billion on
lobbying since 1998, and supports SWGs that lobby, like the Alliance for Patient Access
(AfPA), “which claims to be pro-consumer but consistently advocates against policies
to lower drug prices.”3
We believe Lilly’s lack of disclosure presents reputational risk when its lobbying
contradicts company public positions. For example, Lilly states it supports more
affordable medicines, yet funds PhRMA and AfPA’s opposition to lower prescription
drug prices.4 Lilly opposed Indiana voter restrictions, yet groups have asked Lilly to cut
ties with the American Legislative Exchange Council (ALEC) “because of its voter
restriction efforts.”5 Lilly is also represented at ALEC by its trade associations, as the
Chamber, NAM and PhRMA each sit on its Private Enterprise Advisory Council.
Values Congruency Resolution
Proponent: CommonSpirit Health

• Ferox Strategies (named in cited article)
• PhRMA
• ALEC
Resolved: Shareholders request that the Board of Directors commission and publish a
third party review within the next year (at reasonable cost, omitting proprietary
information) of how Eli Lilly and Company (“Lilly”) reconciles the strong commitments
to both innovation and patient access, reflected in Lilly’s statement that it “strike[s] a
balance between access and patient affordability, while sustaining investments to
research innovative life-changing treatments for some of today’s most serious
diseases”20--when lobbying and engaging in other policy advocacy activities (both
direct and through trade associations).
43
SEC EDGAR, Eli Lilly & Co, Proxy Statement filed on March 17, 2023
Page: 46
Supporting Statement:
Lilly states that it “is committed to ensuring you can afford your Lilly insulin,”21 and says
it wants to “help those with diabetes get the medication and care they need.”22 Though
Lilly has a patient access program, there is not solid evidence that these programs
reach the most vulnerable patients, with one study finding “limited evidence … that co-
pay assistance was associated with improved treatment persistence/adherence across
various diseases…”23 In March 2021, Lilly also made headlines for “deceptive trade
practice claims” associated with “insulin price-gouging.”24 Lilly states, “Now more than
ever, it’s vitally important that we demonstrate accountability and trustworthiness so
we can continue to earn the confidence of patients, healthcare providers and other
customers, as well as society as a whole.”25 However, Lilly has directly lobbied against
drug pricing reform that advances affordability,26 hiring three lobbyists in March 2021
to defeat Democratic drug pricing proposals even while Lilly was under intense scrutiny
for insulin price hikes.27 Lilly’s CEO Dave Ricks is a recent Board Chair for
Pharmaceutical Research and Manufacturers of America (“PhRMA”), which raised
nearly $527 million in 2020 and spent roughly $506 million, including donating millions
to numerous other organizations for use in opposing congressional drug pricing reform
efforts.28 PhRMA also sits on the Private Enterprise Advisory Council of the American
Legislative Exchange Council, which has actively opposed bills to lower the costs of
pharmaceuticals (H.R. 3 and its moderate counterpart S. 2534 (both 116th Congress)).29
Lilly spent $7.5M lobbying in 2021 and $5.3M in 2022 (through October 24).30 Given Lilly’s
extensive direct and indirect lobbying against measures that would make drugs more
affordable, investors need to better understand the balance Lilly is striking between its
commitments to innovation, on the one hand, and access and affordability, on the
other. For these reasons, we urge shareholders to support the proposal.
GOLDMAN SACHS
Proponent: John Chevedden

• American Bankers Association
• Financial Services Forum
• Managed Funds Association
• Securities Industry and Financial Markets Association
• ALEC
John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278,
beneficial owner of at least $2,000 in market value of the company’s Common Stock for
at least three years, is the proponent of the following shareholder proposal. The
44
SEC EDGAR, Goldman Sachs, Proxy Statement filed on March 17, 2023
Page: 47
proponent has advised us that a representative will present the proposal and related
supporting statement at our Annual Meeting.
Whereas, full disclosure of Goldman Sachs Group’s lobbying activities and expenditures
to assess whether Goldman’s lobbying is consistent with its expressed goals and
shareholders’ interests.
Resolved, the shareholders of Goldman request the preparation of a report, updated

2. Payments by Goldman used for (a) direct or indirect lobbying or (b) grassroots
lobbying communications, in each case including the amount of the payment and
the recipient.
3. Goldman’s membership in and payments to any tax-exempt organization that



communication directed to the general public that (a) refers “to specific legislation or
organization of which Goldman is a member.
The report shall be presented to the Public Responsibilities Committee and posted on
Goldman’s website.
Goldman spent $41 million from 2010 — 2021 on federal lobbying. This does not include
state lobbying, where Goldman also lobbies. Goldman also lobbies abroad, spending
between €800,000 — 899,999 on lobbying in Europe for 2021 and previously drawing
scrutiny. for “allegedly trying to lobby members of the European Commission.”1
lobbying and undisclosed grassroots activity. These groups may be spending “at least
double what’s publicly reported.”2 Goldman fails to disclose its memberships in or
payments to trade associations and social welfare organizations, or the amounts used
for lobbying, to shareholders. Goldman belongs to the American Bankers Association
(ABA), Business Roundtable, Financial Service Forum (FSF), Managed Funds
Association and Securities Industry and Financial Markets Association, which together
spent $55 million on lobbying for 2021.
Goldman’s lack of disclosure presents reputational risks when its lobbying contradicts
company public positions. For example, Goldman publicly supports addressing climate
change, yet the Business Roundtable opposed the Inflation Reduction Act and its
Page: 48
historic investments in climate action3 and FSF lobbied the Securities and Exchange
Commission to weaken proposed climate disclosure rules.4 And while Goldman does
not belong to or support the American Legislative Exchange Council, which is attacking
“woke capitalism,”5 one of its trade associations does, as ABA supported its 2022 annual
meeting.6 According to the 2022 Harris Corporate Reputation Survey, Goldman ranked
80” of the 100 most visible US companies.7
Reputational damage stemming from these misalignments could harm shareholder

value, and I urge Goldman to expand its lobbying disclosure.
HEWLETT PACKARD

• ALEC
We received the following stockholder proposal (the “Proposal”) from John Chevedden,
2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, the beneficial owner of
150 shares of HPE common stock. The proponent has requested we include the
Proposal and supporting statement in this proxy statement and, if properly presented,
the Proposal will be voted on at the annual meeting. This Proposal and supporting
statement, as submitted by Mr. Chevedden, are quoted verbatim in italics below. The
Company and the Board disclaim any responsibility for the content of the Proposal and
the supporting statement.
The Board opposes adoption of the Proposal and asks stockholders to review the
Board’s response, which follows the proponent’s Proposal.
Whereas, we believe in full disclosure of Hewlett Packard Enterprise's lobbying

activities and expenditures to assess whether HPE's lobbying is consistent with its
expressed goals and stockholder interests.
Resolved, the stockholders of HPE request the preparation of a report, updated

1.Company policy and procedures governing lobbying, both direct and indirect,
2.Payments by HPE used for (a) direct or indirect lobbying or (b) grassroots
lobbying communications, in each case including the amount of the payment
and the recipient.
3.HPE's membership in and payments to any tax-exempt organization that
45
SEC EDGAR, Hewlett Packard Enterprise Co, Proxy Statement filed on February 15, 2023
Page: 49
4.Description of management's decision-making process and the Board's
For purposes of this proposal, a "grassroots lobbying communication" is a

regulation. "Indirect lobbying" is lobbying engaged in by a trade association or other
organization of which HPE is a member.
Both "direct and indirect lobbying" and "grassroots lobbying communications" include
The report shall be presented to the Nominating and Governance Committee and
posted on HPE's website.
HPE spent $26,505,000 from 2015 - 2021 on federal lobbying. This does not include state
lobbying, where HPE also lobbies but disclosure is uneven or absent. For example, HPE
spent $763,519 on lobbying in California from 2015 - 2021. HPE also lobbies abroad,
spending between €200,000 - 299,999 on lobbying in Europe for 2021.
Companies like HPE can give unlimited amounts to third party groups that spend
millions on lobbying and undisclosed grassroots activity, and these groups may be
spending "at least double what's publicly reported."1 HPE is reportedly a member of the
Chamber of Commerce and belongs to the Business Roundtable, which together have
spent over $2.1 billion on federal lobbying since 1998. HPE does not disclose its
memberships in, or payments to, trade associations and social welfare organizations, or
the individual amounts used for lobbying.
HPE's lack of disclosure presents reputational risk when its lobbying contradicts
company public positions. For example, HPE publicly supports addressing climate
change, yet the Business Roundtable opposed the Inflation Reduction Act and its
historic investments in climate action.2 And HPE issued a statement opposing state
voter restrictions,3 yet the Chamber lobbied against protecting voting rights.4 And
while HPE does not belong to the American Legislative Exchange Council, which is
attacking "woke capitalism,"5 HPE is represented by its trade association, as the
Chamber sits on its Private Enterprise Advisory Council.
HOME DEPOT
Proponent: Tara Health Foundation

46
SEC EDGAR, Home Depot, Proxy Statement filed on April 3, 2023
Page: 50
POLITICAL SPENDING MISALIGNMENT
Whereas:
The Home Depot’s Political Activity and Government Relations Policy states that it
“actively participates, and encourages its associates to participate, in the political
process,” in an effort to ensure that governments of countries “in which we conduct
business act responsibly and in the best interest of our customers and associates.”
Home Depot sponsors a political action committee (PAC) which “supports public
officials and candidates who understand the issues affecting Home Depot and
promote a favorable business climate for the Company.”
However, The Home Depot’s politically focused expenditures appear to be misaligned

with its public statements of its views and operational practices. For example, The
Home Depot has committed to achieving a 50% reduction in carbon emissions by 2035,
yet is a member of the U.S. Chamber of Commerce, which has long and consistently
lobbied to constrain US climate regulations.
In addition, The Home Depot has evidenced a strong commitment to gender diversity
through its support of a women’s employee resource group, a “Women in Leadership”
curriculum, and other actions, including the provision of strong reproductive health
and maternity benefits. Yet based on public data, the proponent estimates that in the
2010-2022 election cycles, The Home Depot and its employee PAC made political
donations of more than $4.65 million to politicians and political organizations working
to weaken access to abortion.
Shortly after the Capitol insurrection, The Home Depot paused donations to the
members of Congress who voted against certifying the 2020 election results. Since
then, it has donated more than $540,000 to candidates for office who continue to deny
or question the election results.
Corporate political activity that misaligns with organizational values has been
subjected to widespread media coverage, some of which has focused on or included
mention of The Home Depot. (See, for example, “Georgia Faith Leaders Urge Boycott of
Home Depot Over Voting Law,” New York Times, 4.20.21.)
Proponents believe The Home Depot should establish policies and reporting systems
that minimize risk to the firm's reputation and brand by addressing possible missteps
in corporate electioneering and political spending that contrast with its stated diversity
and environmental policies.
Resolved:
Shareholders request that The Home Depot publish, at least annually, a report, at
reasonable expense, analyzing the congruence of political and electioneering
policies and disclosing or summarizing any actions taken regarding pausing or
terminating support for organizations or politicians, and the types of incongruent
policy advocacy triggering those decisions.
Proponents recommend that such report also contain management's analysis of risks
to our company's brand, reputation, or shareholder value of expenditures in conflict
with company values. “Expenditures for electioneering communications" means
Page: 51
spending, from the corporate treasury and from the PAC, directly or through a third
party, at any time during the year, on printed, internet or broadcast communications,
which are reasonably susceptible to interpretation as in support of or opposition to a
specific candidate.
HUNTINGTON INGALLS

• ALEC
Whereas, full disclosure of Huntington Ingalls direct and indirect lobbying activities and
expenditures to assess whether HII lobbying is consistent with its expressed goals and
in stockholder interests.
Resolved, the stockholders of HII request the preparation of a report, updated annually,
disclosing:
2. Payments by HII used for (a) direct or indirect lobbying or (b) grassroots lobbying
3. HII’ membership in and payments to any tax-exempt organization that writes and
endorses model legislation.


organization of which HII is a member.
The report shall be presented to the Audit Committee and posted on HII’s website.
47
SEC EDGAR, Huntington Ingalls Industries, Proxy Statement filed on March 20, 2023
Page: 52
HII spent $52 million from 2011 – 2021 on federal lobbying. This does not include state
lobbying expenditures, where HII also lobbies but disclosure is uneven or absent. HII’s
2020 federal lobbying put it in the top ten for federal contractor lobbying.1
lobbying and undisclosed grassroots activity, and these groups may be spending “at
least double what’s publicly reported.”2 HII belongs to the Business Roundtable (BRT),
which has spent over $365 million on federal lobbying since 1998, and sits on the board
of the National Association of Manufacturers (NAM), which spent $15 million on
lobbying in 2021. HII does not disclose its memberships in, or payments to, trade
associations and social welfare organizations, or the amounts used for lobbying.
HII’s lack of disclosure presents reputational risks when its lobbying contradicts
company public positions. For example, while our company notes “actions to reduce
the federal debt and resulting pressures on federal spending could adversely affect the
total funding of individual contracts” as a business risk in its 2021 annual report, the BRT
and NAM lobbied against raising corporate taxes.3 And while our company does not
belong to the American Legislative Exchange Council, which is attacking “woke
capitalism,”4 HII is represented by its trade association, as NAM sits on its Private
Enterprise Advisory Council.
Reputational damage stemming from these misalignments could harm stockholder

value. Thus, I urge HII to expand its lobbying disclosure.
IBM

• ALEC
Whereas, full disclosure of IBM’s lobbying activities and expenditures to assess

whether IBM’s lobbying is consistent with IBM’s expressed goals and stockholder
interests.
Resolved, the stockholders of IBM request the preparation of a report, updated

48
SEC EDGAR, International Business Machines, Proxy Statement filed on March 6, 2023
Page: 53
2. Payments by IBM used for (a) direct or indirect lobbying or (b) grassroots lobbying
communications, in each case including the amount of the payment and the
recipient.
3. Description of management’s decision-making process and the Board’s oversight

for making payments described above.

organization of which IBM is a member.
The report shall be presented to the Audit Committee and posted on IBM’s website.
IBM spent $61 million from 2010-2021 on federal lobbying. This does not include state
lobbying expenditures, where IBM lobbied in at least 20 states in 2021 and spent over
$810,000 on lobbying in California from 2010-2021. IBM also lobbies abroad, spending
between €1,750,000 — 1,999,999 on lobbying in Europe for 2021.
lobbying and often undisclosed grassroots activity, and these groups may be spending
“at least double what’s publicly reported.”1 IBM fails to disclose its third-party payments
to trade associations and social welfare organizations, or the amounts used for lobbying
to stockholders.
IBM belongs to the Business Roundtable, and US Chamber Commerce, which together
have spent over $2.1 billion on federal lobbying since 1998. And while IBM does not
belong to the controversial American Legislative Exchange Council, which is attacking
“woke capitalism,”2 it is represented by its trade association, with the Chamber sitting
on its Private Enterprise Advisory Council.
IBM’s lack of disclosure presents reputational risk when its lobbying contradicts
company public positions. IBM believes in addressing climate change, yet the Business
Roundtable lobbied against the Inflation Reduction Act3 and the Chamber opposed the
Paris climate accord. IBM is committed to diversity and inclusion, yet the Chamber
lobbied against protecting voting rights.4
And while IBM has attracted scrutiny for avoiding federal income taxes,5 the Business
Roundtable has lobbied against raising corporate taxes to fund health care, education
and safety net programs.6 Reputational damage stemming from these misalignments
could harm stockholder value. Thus, I urge IBM to expand its lobbying disclosure.
JPMORGAN
Proponent: James McRitchie
Page: 54
• State Financial Officers Foundation
WHEREAS: JPMorgan Chase (“Chase”) states that it “believes that responsible corporate
citizenship demands a strong commitment to a healthy and informed democracy
through civic and community involvement,” and that it, therefore, engages in lobbying
and other public policy advocacy. The issues that Chase identifies as particularly
important to its business include:
•Inclusive economic growth;

•Diversity, equity, and inclusion, including racial, gender, and gay and transgender
(“LGBTQ+”) rights; and
•Environmental, social, and corporate governance (“ESG”).1
However, Chase’s political expenditures appear to be misaligned with its public

statements on company values, views, and operational practices.
For example, Chase states that its employee Political Action Committee (PAC)
“support(s) candidates, parties and committees whose views on specific issues are
consistent with the Firm’s priorities,”2 but it has contributed hundreds of thousands of
dollars to state and federal lawmakers with extreme anti- LGBTQ+ voting records.3
Likewise, Chase has extensively contributed to sponsors of legislation that restricts
access to reproductive healthcare.4 Chase’s support for these lawmakers come despite
its warning that “candidates who advance positions or exhibit behaviors that are in
conflict with the Firm’s ethos may be ineligible for PAC donations.”5
Chase also trumpets its commitment to “supporting the transition to a low-carbon

economy,”6 yet funds industry associations like the Chamber of Commerce and the
Business Roundtable that oppose meaningful climate action.7 Similarly, while Chase
claims that supporting ESG is a core tenet of its political engagement, Chase sponsors
the State Financial Officers Foundation (“SFOF”), an organization that works to prevent
investor consideration of climate risk and other ESG factors, despite a recent pledge to
end its sponsorship of this controversial group.8 SFOF has, in turn, promoted anti-ESG
investigations directly targeting Chase and its ability to conduct business with certain
states.9
Finally, while Chase claims to support voting rights,10 it is among the top corporate
contributors to sponsors of anti-voting legislation.11
RESOLVED: Shareholders request the Board publish a report, at reasonable expense,

analyzing the congruence of Chase’s political and electioneering expenditures during
the preceding year against Chase’s publicly stated company values and policies; listing
and explaining any instances of incongruent expenditures; and stating whether the
company has made, or plans to make, changes in contributions or communications to
candidates as a result of identified incongruencies.
49
SEC EDGAR, JPMorgan Chase, Proxy Statement filed on April 4, 2023
Page: 55
SUPPORTING STATEMENT: Shareholders recommend, at Board and management
discretion, that the report include an analysis of risks to the Company brand, reputation,
or shareholder value associated with expenditures in conflict with its publicly stated
values.
As used in this resolution, “political and electioneering expenditures” means spending,

from corporate treasury and from any associated PACs, directly or through a third party,
at any time during the year, which are either direct lobbying expenditures or which are
reasonably susceptible to interpretation as being in support of or in opposition to a
specific candidate, piece of legislation, or regulation, including payments made
pursuant to membership in trade associations or politically active nonprofits.
L3HARRIS TECHNOLOGIES

• Corcoran Partners (named in cited article)
Whereas, I believe in full disclosure of L3Harris’ direct and indirect lobbying activities
and expenditures to assess whether L3Harris lobbying is consistent with its expressed
goals and in shareholder interests.
Resolved, the shareholders of L3Harris request the preparation of a report, updated

2. Payments by L3Harris used for (a) direct or indirect lobbying or (b) grassroots
lobbying communications, in each case including the amount of the payment and
the recipient.
3. L3Harris’ membership in and payments to any tax-exempt organization that writes



organization of which L3Harris is a member.
50
SEC EDGAR, L3Harris Technologies, Proxy Statement filed on March 10, 2023
Page: 56
The report shall be presented to the Audit Committee and posted on L3Harris’ website.
L3Harris spent $46,671,673 from 2010-2021 on federal lobbying. This does not include
state lobbying expenditures, where L3Harris also lobbies but disclosure is uneven or
absent. For example, L3Harris’ lobbying over first responder communication systems in
Florida has drawn media attention.1
lobbying and undisclosed grassroots activity, and these groups may be spending “at
least double whats publicly reported.”2 L3Harris belongs to the Business Roundtable,
which has spent over $365 million on federal lobbying since 1998. Unlike many of its
peers, L3Harris does not disclose its memberships in, or payments to, trade associations
and social welfare organizations, or the amounts used for lobbying.
L3Harris’ lack of disclosure presents reputational risks when its lobbying contradicts
company public positions. For example, L3Harris believes in addressing climate
change, yet the Business Roundtable lobbied against the Inflation Reduction Act.3 And
while our company notes the “U.S. Government’s budget deficit and the national debt”
as a business risk in its 2021 annual report, the Business Roundtable lobbied against
raising corporate taxes to fund health care, education and safety net programs.4
Reputational damage stemming from these misalignments could harm shareholder

value. Thus, I urge L3Harris to expand its lobbying disclosure.
MASTERCARD

• American Bankers Association
• ALEC
51
SEC EDGAR, Mastercard, Proxy Statement filed on April 28, 2023
Page: 57
WHEREAS, full disclosure of Mastercard's lobbying activities and expenditures to assess
whether Mastercard's lobbying is consistent with its expressed goals and stockholder
interests.
RESOLVED, the stockholders of Mastercard request the preparation of a report,

updated annually, disclosing:
1.Company policy and procedures governing lobbying, both direct and indirect, and
2.Payments by Mastercard used for (a) direct or indirect lobbying or (b) grassroots
recipient.
3.Mastercard's membership in and payments to any tax-exempt organization that

4.Description of management's decision-making process and the Board's oversight for

For purposes of this proposal, a "grassroots lobbying communication" is a

regulation. "Indirect lobbying" is lobbying engaged in by a trade association or other
organization of which Mastercard is a member.
Both "direct and indirect lobbying" and "grassroots lobbying communications" include
The report shall be presented to the Nominating and Corporate Governance

Committee and posted on Mastercard's website.
Mastercard spent $43 million on federal lobbying from 2010 – 2021. This does not include
state lobbying, where Mastercard lobbied in at least 18 states in 2021. Mastercard also
lobbies abroad, spending approximately €900,000 on lobbying in Europe for 2021.
Mastercard's lobbying over swipe fees amid surging inflation has attracted media
scrutiny.1
lobbying and undisclosed grassroots activity.2 Mastercard fails to disclose its payments
to trade associations and social welfare groups, or the amounts used for lobbying, to
stockholders.
Mastercard belongs to the American Bankers Association (ABA), Business Roundtable,

and US Chamber of Commerce, which together spent $105 million on lobbying for 2021,
and has drawn attention for funding the controversial nonprofit State Financial Officers
Foundation,3 which is attacking so-called woke capitalism.4 And while Mastercard does
not belong to the American Legislative Exchange Council, which has drafted anti-woke
boycott bills,5 ABA supported its 2022 annual meeting6 and the Chamber sits on its
Private Enterprise Advisory Council.
Page: 58
Mastercard's lack of disclosure presents reputational risk when its lobbying contradicts
company public positions. Mastercard supports addressing climate change, yet the
Business Roundtable lobbied against the Inflation Reduction Act7 and the Chamber
opposed the Paris climate accord. Mastercard is committed to diversity, equity and
inclusion, yet the Chamber lobbied against protecting voting rights.8
I believe it is a risk our company does not disclose its third-party payments, and I urge
Mastercard to expand its lobbying disclosure.

Votes in support: Resolution withdrawn, agreement reached
WHEREAS: Mastercard states that it is “committed to doing well by doing good,”[1] a

vision that inspires “everything” the company does.[2] This includes striving to engage
in the political process and policy arena “in the most responsible and ethical way.”[3]
However, Mastercard’s political expenditures appear to be out of alignment with its

public statements on company values, views, and operational practices.
For example, Mastercard trumpets its commitment to “mobilizing against climate

change,” including adopting a net-zero by 2040 goal.[4] Mastercard has particularly
proclaimed its efforts to address its Scope 3 greenhouse gas emissions.[5] Yet, the
company funds industry associations like the Business Roundtable that opposes
meaningful climate action.[6] The Business Roundtable has “spent millions of dollars” to
stop climate legislation and, in particular, has opposed efforts to require companies to
disclose their Scope 3 emissions.[7]
Likewise, while Mastercard promotes environmental, social, and governance (ESG)

practices, both internally and externally,[8] it nonetheless sponsors the State Financial
Officers Foundation (“SFOF”), an organization that promotes government policies
punishing companies that take ESG factors into consideration in their investment
decision making.[9]
Mastercard sponsors SFOF even though policies promoted by SFOF will harm
Mastercard’s business. For example, while Mastercard is working to eliminate its
greenhouse gas emissions,[10] SFOF-promoted legislation would prohibit states from
contracting with companies whose greenhouse gas reduction policies are claimed to
affect fossil fuel companies.[11] Government contracts are a significant line of business
for Mastercard.[12] Weighing the benefits of maintaining membership in an
52
As You Sow, “Mastercard Inc: Disclosure of Incongruent Lobbying Activity,” December 29,
2022
Page: 59
organization whose policies may negatively impacts its business, are likely to increase
climate risk, and are out of alignment with its own climate-related policies, would
benefit the Company and investors.
Other companies, such as Federated Hermes, which supported SFOF prior to its anti-
ESG work, have withdrawn their membership with the organization.[13]
BE IT RESOLVED: Shareholders request the Board publish a report, at reasonable

expense, analyzing the misalignment of Mastercard’s political and electioneering
expenditures during the preceding year against Mastercard’s publicly stated company
values and policies, listing and explaining any instances of incongruent expenditures
and stating whether the Company has made, or plans to make, changes in
contributions as result of identified incongruencies.
SUPPORTING STATEMENT: Shareholders recommend, at Board and management

discretion, that the report include an analysis of risks to the Company brand, reputation,
or shareholder value associated with expenditures in conflict with its publicly stated
values.
As used in this resolution, “political and electioneering expenditures” means spending,

from corporate treasury and from any associated PACs, directly or through a third party,
at any time during the year, which are either direct lobbying expenditures or which are
reasonably susceptible to interpretation as being in support of or in opposition to a
specific candidate, piece of legislation, regulation, or political or policy agenda,
including payments made pursuant to membership in trade associations or politically
active nonprofits.
MCDONALD’S
Proponent: SOC Investment Group

• International Franchise Association
• National Restaurant Association
Whereas, we believe in full disclosure of lobbying activities and expenditures of

McDonald’s Corporation (“Company”) to assess whether the Company lobbying is
consistent with its expressed goals and stockholder interests.
Resolved, Company stockholders request the preparation of a report, updated annually,

disclosing:
53
SEC EDGAR, McDonald’s Corporation, Proxy Statement filed on April 14, 2023
Page: 60
2. Payments by the Company used for (a) direct or indirect lobbying or (b) grassroots
recipient.

making payments described above.

organization of which the Company is a member.
The report shall be presented to the Governance Committee and posted on the
Company website.
McDonald’s does not currently report on the full extent of its lobbying efforts. We do
know that McDonald’s spent $21,330,000 from 2012-2022 on federal lobbying. The
company spent $5,748,941 in California, largely to oppose AB 257 in 2022, a state law
that creates a council to set minimum standards on working conditions, and that
industry groups now seek to overturn. The company also spent $100,805 in lobbying
activities in 2021 for New York City alone.
Beyond that, there is not a complete picture of the world’s largest fast food restaurant’s
lobbying activities.
● State level lobbying disclosures are uneven, incomplete or absent. For example, in
Florida McDonald’s spent anywhere between $1-$9,999 on lobbying for each of Q1-Q3
in 2022, a figure that does not provide investors with meaningful information.
● McDonald’s does not disclose donations to third party groups that spend millions on
lobbying and often undisclosed grassroots activity; these groups may be spending “at
least double what’s publicly reported.”1
While McDonald’s discloses a list of trade association memberships, it does not disclose
indirect lobbying expenditures through groups like the International Franchise
Association, Business Roundtable, or the National Restaurant Association (NRA), all of
which McDonald’s is a member. In 2022, the NRA spent $2,110,000 and previously
lobbied Congress against paid sick leave during the Covid-19 pandemic.
McDonald’s states that the “backbone of our Brand is, and always has been, a
commitment to a core set of values,” that includes integrity and community.2 Complete
reporting would shed light on how that commitment operates in practice.
Page: 61
Proponent: John Harrington

• International Food Information Council

activities outside of the United States. Such report should disclose company funding
and in-kind support directed to candidates or electioneering, lobbying, and any
charitable donations directed to public policy research or influence for the preceding
year including:
●Recipients and amounts.

●The Company’s membership in or payments to nongovernmental organizations
including trade and business associations, scientific or academic organizations and
charities.
●The rationale for these activities.
such as contributions to an individual or organization totaling less than $250, below
which itemized disclosures would not be required.
Supporting statement:
In 2021, international media reported that McDonald’s “paused all of our political giving
while we review our policies and procedures” and that moving forward McDonald’s “will
ensure that all contributions continue to align with our values and the purpose of our
business.”1 This raises significant concerns regarding the global extent of McDonald’s
political activity given increased public scrutiny and demand for transparency.
A truly global corporation, McDonald’s employs approximately 200,000 people and

operates in 119 countries.2 While McDonald’s discloses some information about U.S.
political activities, spending to influence public policy internationally is almost entirely
undisclosed. Currently shareholders receive minimum information on corporate funds
expended globally to influence policies.
Vanguard cautioned “poor governance of corporate political activity, coupled with

misalignment to a company’s stated strategy or a lack of transparency about the
activity, can manifest into financial, legal, and reputational risks that can affect long-
term value.”3
Consequently, industry support for scientific advocacy intended to shape policymaking

is receiving heightened scrutiny. For example, McDonald’s is listed as a member of the
International Food Information Council (IFIC),4 a food and agrochemical industry group
that conducts promotion and research to advance industry interests that often
contradict public health. IFIC’s communications actively defend numerous unhealthy
products including sugar, processed foods, artificial sweeteners, and toxic pesticides.5
54
SEC EDGAR, McDonald’s Corporation, Proxy Statement filed on April 14, 2023
Page: 62
Among many blind spots for investors around McDonald’s political activities, the
European Union Commission intends to propose a mandatory European nutrition label
for food in 2022 potentially impacting our Company’s and suppliers’ products .6
Concurrently, McDonald’s received legal notice for failing to manage the impacts of its
plastic waste as required by French law.7
Awareness regarding our products’ environmental and health impacts increases across
countries. A McDonald’s executive recently highlighted, “…effective policy advocacy,
and strong partnerships add up to a powerful response [to such issues]…”8. It is
imperative to utilize the highest transparency standards regarding policy advocacy,
partnerships, and all corporate political activities globally.
McDonald’s, minimally discloses these relationships online, raising transparency and

credibility concerns regarding controversies, including ties to IFIC.9 Media and public
scrutiny may quickly reveal corporate advocacy that appears at odds with a company’s
stated values, on which our business depends.
META PLATFORMS
Proponent: United Church Funds

• American Edge Project
• National Taxpayers Union
• Competitive Enterprise Institute
• Federalist Society
• NetChoice
• ALEC
Whereas, we believe in full disclosure of Meta’s lobbying activities and expenditures to

assess whether its lobbying is consistent with Meta’s expressed goals and shareholders'
best interests.
Resolved, shareholders request the preparation of a report, updated annually,

disclosing:
55
SEC EDGAR, Meta Platforms, Proxy Statement filed on April 14, 2023
Page: 63
2. Payments by Meta used for (a) direct or indirect lobbying or (b) grassroots lobbying
oversight for making payments described in sections 2 above.

organization of which Meta is a member.
The report shall be presented to the Audit Committee and posted on Meta’s website.
Meta’s lobbying continues to attract scrutiny amidst antitrust concerns.1 In 2021, Meta
spent $20.07 million on federal lobbying, its largest amount ever and more than any
other company.2 Meta also lobbies abroad, being accused of shady lobbying3 and
spending between €6,000,000 lobbying in Europe for 2021.4
We believe investors have a right to know the amounts of Meta’s payments, including
amounts used for lobbying, to 197 trade associations, social welfare groups (SWGs) and
nonprofits for 2021. This includes the Chamber of Commerce, SWGs that lobby like the
American Edge Project5 and National Taxpayers Union,6 and controversial nonprofits
like the Competitive Enterprise Institute (CEI)7 and Federalist Society.8
Meta’s lack of disclosure presents reputational risk when it hides payments to dark
money SWGs or contradicts company public positions. One of Meta’s core principles is
to promote economic opportunity by leveling the playing field yet has drawn attention
for funding “dark money groups” to oppose antitrust regulation.9 Meta supports data
privacy in public statements10, but has also been found to support lobbyists who seek
to defeat privacy bills in the states.11 Meta has set ambitious goals to reduce its carbon
footprint but continues to contribute to the Competitive Enterprise Institute (CEI), a
strong critic of climate science and climate legislation. And Meta says that is cares
about the “environmental and social issues of the day” with attention to diversity and
inclusion12 but also supports the Chamber, NetChoice and National Taxpayers Union,
which all sit on ALEC’s Private Enterprise Advisory Council and ALEC is attacking so
called “woke capitalism.”13
It is a risk for shareholders that Meta does not disclose its third-party payments, and we
urge Meta to expand its lobbying disclosure. Last year, this proposal received majority
support from outside shareholders.
Climate Lobbying Disclosure Resolution
Proponents: Presbyterian Church (USA) and Portico Benefit Services

• American Enterprise Institute (in citation)
Page: 64
• US Chamber of Commerce (in citation)
RESOLVED: Shareholders of Meta Platforms Inc. (“Meta”) request that the Board of
Directors report to shareholders (at reasonable cost, omitting confidential/proprietary
information) on its framework for identifying and addressing misalignments between
Meta’s lobbying and policy influence activities and positions--both direct and indirect
through trade associations, coalitions, alliances, and social welfare organizations
(“Associations”) and Meta’s Net Zero emissions commitment across its value chain by
2030, including the criteria used to assess alignment; the escalation strategies used to
address misalignments; and the circumstances under which escalation strategies are
used (e.g., timeline, sequencing, degree of influence over an Association).
Research continues to highlight critical gaps between the climate commitments made
by national governments and the actions necessary to prevent the worst effects of
climate change on society. A 2022 global assessment makes it clear that nations are
not doing enough to limit global warming to 1.5 degrees Celsius1 and that this goal is
now almost entirely out of reach unless immediate and dramatic changes are
implemented to limit fossil fuel use, and re-envision energy, transport, and land
development.2
Companies like Meta have a crucial role to play in both empowering policymakers to
close these gaps and in addressing the rising energy demands of its own sector.
Investors need clear information on how companies are addressing these challenges,
including an analysis of the alignment between companies’ direct and indirect policy
advocacy efforts and their own climate targets.
Companies may tout their climate efforts, but often fail to account for their support for
organizations and initiatives that work to block critical climate policies needed on a
broader scale. As Unilever succinctly notes, “Progress on our own climate change
targets means nothing in an overheated world.”3
Corporate lobbying that is inconsistent with the goals of the Paris Agreement further
poses mounting systemic risks to our financial systems and infrastructure, as delays in
curbing greenhouse gases increase physical threats from extreme weather, weaken
regional economic stability, and heighten portfolio volatility.4 Proponents view climate
scenarios of 3 degrees Celsius or more as economically destabilizing, and are therefore
more critically scrutinizing the potential misalignment between companies' climate
strategies and their policy advocacy efforts.5
A review of Meta's disclosed trade association and other memberships6 reveals

concerning inconsistencies with Meta's actions on, and commitments to, its own Net
Zero ambitions.7 8 Meta further supports the direction of some of these potentially
misaligned organizations by serving on their boards.9
While Meta’s recent policy record includes statements supporting climate science, the
need for renewable energy leadership, and the importance of new business alliances
tackling gaps in policy, Meta continues to underperform its peers on the strength of its
56
SEC EDGAR, Meta Platforms, Proxy Statement filed on April 14, 2023
Page: 65
climate policy engagement,10 its governance and oversight of political influence
activity,11 and in its addressing of widespread climate policy disinformation on its
platforms.12
NORTHROP GRUMMAN
Proponent: The School Sisters of Notre Dame Cooperative Investment Fund

• Center for a New American Security
• American Defense International/Michael Herson (in cited article)
Resolved: Shareholders request the Board of Directors annually conduct an evaluation

and issue a Public report, at reasonable cost and omitting proprietary information,
describing the alignment of Its political activities (including direct and indirect lobbying
and political and electioneering expenditures) with its Human Rights Policy. The report
should:
• list and explain instances of misalignment, and state whether and how the
identified incongruencies have or will be addressed.
Whereas: Northrop Grumman (Northrop), in its Human Rights Policy, states its “deep
respect for Individuals and human rights” and recognizes the UN Guiding Principles on
Business and Human Rights as important guidance for companies to meet their
human rights responsibilities. However, Northrop’s political activities suggest it actively
lobbies, makes political contributions, and Otherwise pushes for government sales of
its defense products and services to customers linked to Irremediable human rights
impacts, especially in conflict-affected and high-risk areas. Shareholders lack sufficient
disclosure to analyze whether there is alignment with the Company’s Stated policies.
Northrop has high-risk business activities in the areas of controversial arm trade,
military training, nuclear weapons, and border militarization.1 Investors lack assurance
Northrop’s lobbying activities are not encouraging weak regulation of its sales and
products that present significant human rights risks. For example, the Air Force
awarded Northrop a $13.3 billion nuclear missile contract in 2020.2 Nuclear weapons are
illegal under international law due to their indiscriminate and disproportionate impacts
on civilians.3 Before the contract was approved, Northrop lobbied against an
amendment which would have required the Pentagon explore alternatives to these
missiles.4
Research organizations have recorded defense manufacturers exerting “deep

influence through Money in politics.”5 In 2022, Northrop has spent $8,690,000 on federal
lobbying, much of which Focused on defense appropriations, export control reform,
and foreign military sales.6 Investors lack disclosure on these lobbying activities,
particularly how they align with the Company’s Human Rights Policy.7 Additionally,
57
SEC EDGAR, Northrop Grumman, Proxy Statement filed on March 31, 2023
Page: 66
Northrop’s significant contributions to think tanks, such as the Center for a New
American Security, lack transparency.8
Although Northrop commits to declining business opportunities with clients,

“regardless whether it Is legally permissible,” if human rights risks are “unacceptable,”9
its political activities appear misaligned with its human rights commitments. For
example, in 2020, a notable lobbyist allegedly lobbied for Northrop while
simultaneously contacting congressional and State Department officials on behalf of
the United Arab Emirates (UAE) regarding arms sales for use in Yemen.10 Northrop has
long-standing arms and services dealings with the UAE and Saudi Arabia, who have
repeatedly targeted civilians as part of their military operations in Yemen, and are
complicit in a wide range of gross human rights violations.11
Shareholders have an interest in ensuring Northrop’s political activities are aligned with
its stated human rights commitments. Establishing clear policies and reporting on
misalignment can help mitigate material risks that harm shareholders value.
PEPSICO
Proponent: John C. Harrington

• ConMexico
• Action Alliance for Recycling Beverage Cartons
GLOBAL TRANSPARENCY REPORT

activities outside of the US. Such report should disclose company funding and in-kind
support directed to candidates or electioneering, lobbying, scientific advocacy, and
charitable donations for the preceding year including:
• recipients and amounts

• date and timeframe of the activity taking place
• the Company’s membership in or payments to NGOs including trade and
business associations, scientific or academic organizations and charities.
• the rationale for these activities.
such as contributions to a recipient totaling less than $250, below which itemized
disclosures would not be required.
58
SEC EDGAR, PepsiCo, Proxy Statement filed on March 21, 2023
Page: 67
Food corporations rely heavily on consumer trust, brand affinity and public goodwill.
Today, public officials, journalists, NGOs, and even social media often spotlight
corporate advocacy that drastically contradicts a company’s image, brand or stated
values.
The food industry is vulnerable to contradictory company support for scientific

advocacy that thwarts policymaking and for sponsoring trade associations may
undercut public health policies.i For instance, ConMexico, a PepsiCo supported trade
association, lobbied the Mexican government to postpone food labeling regulations
generating widespread criticism due to negative impacts on public health.ii
Pepsi scores low regarding disclosures of international corporate political activities,

according to recently published transparency index.iii In 2021, Vanguard cautioned:
“Poor governance of corporate political activity, coupled with misalignment to a

company’s stated strategy or a lack of transparency about the activity, can manifest
into financial, legal, and reputational risks that can affect long term value”. iv
Foremost, our Company’s contradictory behavior on plastics demonstrates the need

for transparency. In 2018 our Company endorsed a Global Commitment to eliminate
the plastic items we don’t need, and to innovate so all plastic we do need is designed
to be safely reused, recycled, or composted.
Yet according to 2022 reporting, our Company supported the Action Alliance for
Recycling Beverage Cartons (AARC), which lobbied against India’s single use plastic
ban.v Such support of AARC is seemingly absent in Pepsi’s trade association
membership list.vi
Claims of Pepsi recently increasing virgin plastics produced hurts our brand
credibility.vii
A truly global corporation, PepsiCo operates in over 200 countries and territories,viii with
approximately 291,000 global employees.ix In 2020, 42% of PepsiCo operating profits
came from outside the US.x While our Company discloses fragmentary information
relating to US political activities, spending to influence and engage on public policy
outside the US is even more poorly disclosed.
PFIZER
Proponent: Tara Health Foundation

• PhRMA
Whereas:
59
SEC EDGAR, Pfizer Inc., Proxy Statement filed on March 16, 2023
Page: 68
Pfizer has stated “political contributions are made to support the election of candidates,
political parties and committees that support public policies important to the industry,
such as innovation and access to medicines,” and “[w]e aim to end discrimination
against women, ensure equal opportunities for leadership and access to reproductive
health.”
However, Pfizer’s political expenditures appear to be misaligned with the company’s

stated values and interests.
Pfizer has stated that “Expanded access to health insurance coverage will help ensure
that patients with under-diagnosed and undertreated conditions are able to address
them; and that those who will benefit from Pfizer medicines are better able to have
access to them.” Yet in 2018, Pfizer was a top contributor to a 527 organization leading
efforts to strike down the Affordable Care Act, which has made prescription drugs more
accessible for millions, and contributes to PhRMA, which donates to numerous
organizations opposing congressional efforts to reform drug pricing.
Pfizer manufactures contraceptives and a drug commonly prescribed for medication

abortion. Yet the proponent estimates that since the beginning of the 2020 election
cycle, Pfizer and its employee PACs have donated at least $5 million to politicians and
political organizations working to weaken women’s access to reproductive health care.
In the South during this period, Pfizer’s contributions to anti-choice state candidates
exceeded those to other candidates by a ratio of 3:1, and its contributions to anti-choice
federal candidates exceeded those to other candidates by a ratio of 2:1. For example,
Pfizer contributed to multiple sponsors of bills passed in 2022 in Tennessee and
Louisiana that will restrict access to medication abortion.
This pattern spending has drawn scrutiny from STAT, Bloomberg News, Huffington
Post, The Minnesota Daily, CQ ESG Briefing, Agenda (a Financial Times publication) and
Forbes.
Proponents believe Pfizer should establish policies and reporting systems that
minimize risk to reputation and brand by addressing possible missteps in corporate
electioneering and political spending that contrast with its stated healthcare
objectives.
Resolved:
Resolved: Pfizer publish an annual report, at reasonable expense, analyzing the

congruency of political, lobbying, and electioneering expenditures during the
preceding year against publicly stated company values and policies, including Pfizer’s
stated goal to “end discrimination against women, ensure equal opportunities for
leadership and access to reproductive health.” Such a report should list and explain any
instances of incongruent expenditures, and state whether the identified
incongruencies have led to a change in future expenditures or contributions.
Proponents recommend that such report contain management’s analysis of risks to

our company's brand, reputation, or shareholder value of expenditures in conflict with
publicly stated company values. “Electioneering expenditures" means spending, from
the corporate treasury and from the PACs, directly or through a third party, at any time
during the year which are reasonably susceptible to interpretation as in support of or
opposition to a specific candidate.
Page: 69
UNITEDHEALTH GROUP
Proponent: Educational Foundation of America

Whereas:
It is the policy of UnitedHealth Group (“UHG”) to make political contributions “to

advance policy solutions that focus on achieving universal coverage, improving health
care affordability, enhancing the health care experience, and achieving better health
outcomes.” However, UHG’s political expenditures appear to be misaligned with the
company’s values and policies.
• After the attack on the Capital, UHG said it would pause political donations to
federal candidates “to ensure they continue to align with our company’s values,”
but contributed nearly $100,000 in 2021 to 31 House candidates who denied
election certification on that day.
• Since 2019, UHG has contributed $100,000 to an organization leading efforts to

strike down the Affordable Care Act.
• UHG products insure abortion, but based on publicly available records, the
proponents estimate that in the last two election cycles, the company and its
employee PAC have donated at least $5.3 million to politicians and political
organizations working to weaken abortion access. This includes approximately
$100,000 to legislators who voted for Texas SB 8, which made it illegal to insure in-
state abortions beyond 6 weeks of pregnancy. At least 80% of UHG’s contributions
in the South went to anti-abortion politicians ($1.2 million) in the 2020-22 election
cycles.
• UHG has stated “Reducing carbon emissions has been a long-standing priority for
our company.” Yet it is a member of the U.S. Chamber of Commerce, which has
consistently lobbied to roll back climate regulations and promote regulatory
frameworks that would slow the transition towards a lower-carbon economy.
Additionally, a Bloomberg analysis found that between 2018 and 2020, for every
dollar UHG contributed to climate-friendly members of Congress, it donated $1.67
to members characterized as “ardent obstructionists” of proactive climate policy.
• UHG boasts a perfect score on the Corporate Equality Index, which rates companies
on LGBTQ workplace policies. Yet the company has been a top supporter of state
attorneys general seeking to revoke LGBTQ civil rights.
Proponents believe that UHG should establish policies and reporting systems that
minimize risk to the firm’s reputation and brand by addressing possible missteps in
60
SEC EDGAR, UnitedHealth Group, Proxy Statement filed on April 21, 2023
Page: 70
corporate electioneering and political spending that contrast with its stated healthcare
and environmental objectives.
Resolved:
Shareholders request that UHG publish an annual report, at reasonable expense,

analyzing the congruency of political, lobbying, and electioneering expenditures
during the preceding year against publicly stated company values and policies, listing
and explaining any instances of incongruent expenditures, and stating whether the
identified incongruencies have led to a change in future expenditures or contributions.
Proponents recommend that such report also contain management’s analysis of risks
to our company’s brand, reputation, or shareholder value of expenditures in conflict
with publicly stated company values. “Electioneering expenditures” means spending,
from the corporate treasury and from the PACs, directly or through a third party, at any
time during the year, which are reasonably susceptible to interpretation as in support
of or opposition to a specific candidate.
VERIZON
Proponent: Trillium ESG Global Equity Fund
Groups named and shamed (named in cited articles):

• RGA
• RSLC
• NRSC
Trillium ESG Global Equity Fund, owner of 141,090 shares of Verizon’s common stock,
proposes the following:
Cease Political Contributions
Former chief justice of the Delaware Supreme Court Leo Strine argued in the Harvard
Business Review: “Because political donations are controlled by managers, and
because no corporate stakeholders, including shareholders, base their relationship with
a company on the expectation that it will use its entrusted capital for political purposes,
corporate political spending cannot reflect the diverse preferences and views of those
stakeholders. Even the classic justification that corporate donations maximize
shareholder wealth is on shaky ground: Emerging evidence suggests that they can
destroy value by suppressing innovation and distracting managers from more-pressing
tasks.” https://hbr.org/2022/01/corporate-political-spending-is-bad-business
61
SEC EDGAR, Verizon Communications Inc., Proxy Statement filed on March 27, 2023
Page: 71
A study of corporate political activity in the form of lobbying and PAC spending by S&P
500 companies from 1998 to 2004 found that it was strongly and negatively related to
company value. This suggests that ceasing political spending does not necessarily put
a company at a competitive disadvantage.
https://dash.harvard.edu/bitstream/handle/1/30064396/Coates 684.pdf
Political contributions by one company can take the form of rent-seeking which may
lead to externalities that weigh on other companies, taxpayers, and consumers –
possibly slowing real overall economic growth. This may raise concerns for widely
diversified investors who are more exposed to the broader economy and suggests that
they should support a cessation of political contributions.
Companies such as IBM, Nvidia, ADP, Boeing, Verisign, and fifteen others have adopted
policies prohibiting contributions of political funds to influence elections.
https://www.politicalaccountability.net/wp-content/uploads/2022/10/2022-CPA-
Zicklin-lndex.pdf
We believe Verizon has reputational risk as it has repeatedly been called out for political
contributions which appear to be inconsistent with its corporate values. In 2022,
Verizon recognized Women’s History Month by highlighting how “Verizon ‘focus[es] on
breaking down bias and stereotypes while continuing progress on women’s equality
and gender equality.”’ But between 2016 and May 2022, Verizon reportedly contributed
$901,150 to anti-abortion political committees. https://popular.info/p/these-13-
corporations-have-spent
Verizon claims it is “proud to foster an inclusive environment’’ and that it is “committed

to LGBTQ+ equality across the board.” From January 2021 to May 2022 Verizon
reportedly contributed at least $504,812 to the campaigns and leadership PACs of
members of Congress that have received a zero rating from the Human Rights
Committee. https://popular.info/p/lgbtq2022
We believe that business needs a healthy democracy, yet it appears that “Verizon has
donated $123,000 to 54 different 2020 election deniers.” gizmodo.com/amazon-
election-deniers-2020-midterms-pacs-1849706425
Given potential risks and potential negative impact on shareholder or portfolio value,
we believe Verizon should adopt a policy to refrain from using corporate treasury funds
in the political process. Adopting such a policy would not prohibit Verizon from
lobbying spending or other activities where it can participate in the policy making
process.
Resolved: shareholders request that the board of directors adopt a policy prohibiting
political and electioneering expenditures.
Supporting Statement: “political and electioneering expenditures “ means spending,

from the corporate treasury and from the PAC, directly or through a third party, at any
time during the year, on printed, internet or broadcast communications, which are
reasonably susceptible to interpretation as in support of or opposition to a specific
candidate.
WELLS FARGO
Congruency of Political Spending Resolution
Page: 72
Proponent: Harrington Investments

• Republican Attorneys General Association
• NRCC (in cited article)
• NRSC (in cited article)
• RAGA (in cited article)
Our Company published statements demonstrating that it monitors and works toward
progress on Environmental Social Governance (ESG) challenges, stating it:
• “regularly assesses ESG and sustainability themes...monitors ESG trends

...which inform its strategies, goals, and reporting priorities ....”1
• “believes that it has a role to play in addressing social, economic, and

environmental sustainability,”2
• “believe[s] that climate change continues to be one of the most urgent

environmental and social issues of our time, and [is] working...to help
accelerate the transition to a low carbon economy...”3
Yet, Wells Fargo supports organizations working against ESG investing and climate
related financial risk management, including the State Financial Officers Foundation
(SFOF) and the Republican Attorneys General Association.
SFOF has advanced model legislation in at least five states directing state lawmakers
and treasurers to cancel state contracts with companies that address climate risk,
stating those institutions are “boycotting” fossil fuel companies.4
Evident conflict for our Company has not gone unnoticed. Congressman Casten and
Senator Schatz wrote our CEO, requesting confirmation of Company plans to withdraw
its sponsorship of SFOF, emphasizing SFOF’s approach misrepresents valid steps banks
and asset managers are taking to minimize exposure to climate risks.5
Wells Fargo Political Action Committee (PAC) “Transparency Report” leaked, detailing
its contribution criteria. The report notes the PAC aims to support candidates who “are
willing to work in a bipartisan manner... and support diversity, equity, and inclusion.”6
Yet, some of the PAC’s political contributions contradict this goal.
For example, the PAC donated to members of Congress that voted against certifying
the Electoral College, including Kevin McCarthy, Blaine Luetkemeyer, and David
Kustoff.7 Additionally, Texas Governor Abbott received $20,000 from the PAC, despite
launching child abuse investigations into parents of trans youth.8
62
SEC EDGAR, Wells Fargo & Company, Proxy Statement filed on March 15, 2023
Page: 73
Resolved: Shareholders request that Wells Fargo report to shareholders annually, at
reasonable expense and excluding confidential information, a congruency analysis
between corporate values as defined by Wells Fargo’s stated policies and Company
contributions on electioneering and to any organizations dedicated to affecting public
policy. The report should include a list of any such contributions occurring during the
prior year misaligned with stated corporate values, stating the justification for such
exceptions.
Supporting Statement: Proponents recommend, at Board and management

discretion, the report also include management’s analysis of risks to the Company
brand, reputation, or shareholder value associated with incongruent expenditures.
“Electioneering expenditures” means spending, from corporate treasury and from the
PAC, directly or through a third party, at any time during the year, on printed, internet,
or broadcast communications, which are reasonably susceptible to interpretation as
being in support of or opposition to a specific candidate.
Climate Lobbying Resolution
Proponent: The Sisters of St. Francis Dubuque Charitable Trust

• California Chamber of Commerce
Whereas: A 2022 assessment by the Intergovernmental Panel on Climate Change1

stated that nations and fossil-fuel users have fallen short2 of the Paris Agreement goals
and that sudden and dramatic changes are required. The Financial Stability Oversight
Council identified climate change as an emerging and increasing threat to the financial
system.3
Wells Fargo & Company (“Company”) CEO Charlie Scharf stated, “Climate change is one
of the most urgent environmental and social issues of our time, and Wells Fargo is
committed to aligning our activities to support the goals of the Paris Agreement and
to helping transition to a net zero carbon economy.”4 Consistent with this pledge, the
Company joined the Net Zero Banking Alliance.5
Voluntary initiatives are insufficient to meet the Paris Agreement goals without robust
climate public policy. Major companies have enormous influence and bipartisan
credibility to help establish a policy environment that will avert the most dire climate
risks and take advantage of the opportunity of this generational economic shift.
Corporate lobbying that is inconsistent with the Paris Agreement poses escalating
material risks to companies and investors.6
63
SEC EDGAR, Wells Fargo & Company, Proxy Statement Filed on March 15, 2023
Page: 74
The Company committed to advocate for policies that enable client transitions to net
zero emissions.7 However, the Company’s positions on and details of engagement with
policymakers are unclear.8 A recent letter submitted to the Municipal Advisory Council
of Texas shows evidence of the Company’s continued support for investing in fossil
fuels.9 The Company’s sponsorship of the State Financial Officers Foundation, which
has been weaponizing state treasurers’ offices against climate-related financial risk
management, has been called out by members of Congress.10
Of increasing concern are trade associations and other policy organizations that speak
for business but too often present major obstacles to addressing the climate crisis. The
Company is a member of financial industry associations which are opposing emerging
sustainable finance policy, including the U.S. Chamber of Commerce, the Business
Roundtable, and the California Chamber of Commerce.11
RESOLVED: Shareholders of Wells Fargo and Company request that the Board of
Directors analyze and report to shareholders annually (at reasonable cost, omitting
confidential and proprietary information) on whether and how it is aligning its lobbying
and policy influence activities and positions, both direct and indirect through trade
associations, coalitions, alliances, and other organizations, with its public commitment
to achieve net zero emissions by 2050 including the activities and positions analyzed,
the criteria used to assess alignment, and involvement of stakeholders, if any, in the
analytical process.
SUPPORTING STATEMENT: In evaluating the degree of alignment between the

Company’s emissions goals and its lobbying, the Company should disclose its direct
and indirect policy positions and lobbying actions with regard to climate provisions of
key international, federal and state legislation and regulation. The Company should
consider investor expectations described in the Global Standard on Responsible
Climate Lobbying12 as a useful resource for implementation.
WENDY’S
Proponent: SOC Investment Group

• International Franchise Association
• National Restaurant Association
Whereas, we believe in full disclosure of lobbying activities and expenditures of The

Wendy’s Company (“Company”) to assess whether the Company lobbying and that of
its franchisees is consistent with its expressed goals and stockholder interests.
Resolved, Company stockholders request the preparation of a report, updated annually,

disclosing:
64
SEC EDGAR, Wendy’s Co., Proxy Statement filed on March 30, 2023
Page: 75
1. Company policy and procedures governing its own lobbying and that of its
franchisees, both direct and indirect, and grassroots lobbying communications.
2. Payments by the Company or its franchisees used for (a) direct or indirect lobbying
or (b) grassroots lobbying communications, in each case including the amount of
the payment and the recipient.
3. Description of management’s decision-making process and the Board’s oversight

of this process.

organization of which the Company or its franchisees is a member.
The report shall be presented to the Nominating and Corporate Governance

Committee and posted on the Company website.
Wendy’s does not currently report on the full extent of its lobbying efforts. We do know
that Wendy’s did report spending $460,000 from 2012-2022 on federal lobbying. The
company also spent $50,000 to oppose AB 257 in 2022, a California law that creates a
council to set minimum standards on working conditions, a law that industry groups
now seek to overturn. Beyond that, there is not a complete picture of the company’s
lobbying activities:
• State level lobbying disclosures are uneven, incomplete or absent.
• Wendy’s does not report lobbying by its franchisees, which account for 93% of
Wendy’s restaurants in the U.S.
• Wendy’s does not disclose donations to third party groups that spend millions on
lobbying and often undisclosed grassroots activity; these groups may be spending “at
least double what’s publicly reported.”1
Wendy’s does not disclose indirect lobbying expenditures through trade associations
like the International Franchise Association, of which Wendy’s is a member and which
in 2022, spent $950,000 on federal lobbying. Wendy’s does not disclose whether it is a
member of other trade associations like the National Restaurant Association.
We are concerned that lack of disclosure could present reputational risk that could
harm shareholder value from lobbying that is not aligned with the Company’s public
positions. Wendy’s states that nothing is “more important” than the “health, safety and
well-being of our Wendy’s family members and customers.”2 Complete reporting
would shed light on how that commitment operates in practice.
FULL FORCED DISCLOSURE RESOLUTION LIST
Page: 76
Below is the full list of resolutions in favor of forced disclosure by ESG proponents, as
identified in Proxy Preview 2023. 65 Many of these are detailed above in this chapter.
The ones not included were either withdrawn or did not specifically name and shame
organizations. But even if organizations were not specifically named and shamed, the
intention is the same – to impose a chilling effect on companies that support groups
that dare challenge liberal orthodoxy.
Lobbying Oversight/Disclosure Proposal Proponent

Abbott Laboratories Report on lobbying Midwest Capuchins
AbbVie Report on lobbying Zevin Asset Management
Alphabet Report on lobbying United Church Funds
Amazon.com Report on lobbying Zevin Asset Management
Apple Report on lobbying Boston Common Asset Management
Boeing Report on lobbying Midwest Capuchins
Caterpillar Report on lobbying James McRitchie
Charter Communications Report on lobbying SEIU Master Trust
Chipotle Mexican Grill Report on lobbying SOC Investment Group
Douglas Emmett Report on lobbying SEIU Master Trust
DTE Energy Report on lobbying SEIU Master Trust
Eli Lilly Report on lobbying SEIU Master Trust
Goldman Sachs Report on lobbying John Chevedden
Hewlett Packard Enterprise Report on lobbying John Chevedden
Huntington Ingalls Industries Report on lobbying John Chevedden
International Business Machines Report on lobbying John Chevedden
L3 Harris Technologies Report on lobbying John Chevedden
Mastercard Report on lobbying John Chevedden
McDonald’s Report on lobbying SOC Investment Group
Meta Platforms Report on lobbying United Church Funds
NextEra Energy Report on lobbying SEIU Master Trust
NiSource Report on lobbying SEIU Master Trust
Travelers Report on lobbying First Affirmative Financial Network
Uber Technologies Report on lobbying Teamsters
United Airlines Holdings Report on lobbying John Chevedden
Ventas Report on lobbying SEIU Master Trust
Visa Report on lobbying Boston Common Asset Management
Walt Disney Report on lobbying Mercy Investment Services
Wendy’s Report on lobbying SOC Investment Group
Yum Brands Report on lobbying SOC Investment Group
Election Oversight/Disclosure
Amazon.com Require indirect political spending reporting Investor Voice
Amphenol Review/report on election spending John Chevedden
Bio-Rad Laboratories Review/report on election spending James McRitchie
Caesars Entertainment Review/report on election spending New York State Common Retirement
Fund
CDW Review/report on election spending John Chevedden
65
Proxy Preview, 2023 Report, Page 37 - 38
Page: 77
Charles River Laboratories Review/report on election spending James McRitchie
International
Coca-Cola Require indirect political spending reporting New York State Common Retirement
Fund
Colgate-Palmolive Review/report on election spending Boston Common Asset Management
Elevance Health (formerly Require indirect political spending reporting Nathan Cummings Foundation
Anthem)
Eli Lilly Require indirect political spending reporting Change Finance
HCA Healthcare Review/report on election spending John Chevedden
Match Group Review/report on election spending New York State Common Retirement
Fund
Merck Require indirect political spending reporting Boston Common Asset Management
PayPal Require indirect political spending reporting Change Finance
PENN Entertainment Review/report on election spending New York State Common Retirement
Fund
ServiceNow Review/report on election spending James McRitchie
SoFi Technologies Review/report on election spending New York State Common Retirement
Fund
Stericycle Review/report on election spending John Chevedden
Stryker Review/report on election spending Myra K. Young
Tesla Review/report on election spending John Chevedden
Travelers Require indirect political spending reporting New York State Common Retirement
Fund
Walgreens Boots Alliance Require indirect political spending reporting Myra K. Young
Warner Bros. Discovery Review/report on election spending New York State Common Retirement
Fund
Zillow Group Review/report on election spending New York State Common Retirement
Fund
Zoom Video Communications Review/report on election spending New York State Common Retirement
Fund
Verizon Communications End political spending Trillium Asset Management
Values Congruency
AbbVie Report on all political influence spending values As You Sow
congruency
Alphabet Report on Paris-aligned public policy influence efforts Zevin Asset Management
Altria Report on all political influence spending values Trinity Health
congruency
Amazon.com Report on lobbying alignment with net-zero GHG goals Newground Social Investment
AT&T Report on political spending values congruency As You Sow
Boeing Report on Paris-aligned public policy influence efforts John Chevedden
Chubb Limited Report on lobbying alignment with net-zero GHG goals Zevin Asset Management
CIGNA Report on all political influence spending values Clean Yield Asset Mgt.
congruency
CNX Resources Report on Paris-aligned public policy influence efforts Proxy Impact
Coca-Cola Report on all global influence spending Harrington Investments
Coca-Cola Report on political spending values congruency Clean Yield Asset Mgt.
Comcast Report on political spending values congruency Arjuna Capital
Coterra Report on Paris-aligned public policy influence efforts Proxy Impact
Devon Energy Report on lobbying alignment with net-zero GHG goals Vermont State Treasurer
Eli Lilly Report on lobbying values congruency CommonSpirit Health
EOG Resources Report on lobbying alignment with net-zero GHG goals Trillium Asset Management
Home Depot Report on political spending values congruency Tara Health Foundation
JPMorgan Chase Report on political spending values congruency James McRitchie
Kinder Morgan Report on Paris-aligned public policy influence efforts Vermont State Treasurer
Mastercard Report on political spending values congruency As You Sow
Page: 78
McDonald’s Report on all global influence spending Harrington Investments
Meta Platforms Report on lobbying alignment with net-zero GHG goals Presbyterian Church (USA)
Northrop Grumman Report on all political influence spending values School Srs. of N. Dame Coop Investment
congruency Fund
PACCAR Report on Paris-aligned public policy influence efforts Calvert Investment Management
PepsiCo Report on all global influence spending Harrington Investments
Pfizer Report on all political influence spending values Tara Health Foundation
congruency
Phillips 66 Report on Paris-aligned public policy influence efforts United Church Funds
United Parcel Service Report on all political influence spending values Boston Trust Walden
congruency
United Parcel Service Report on Paris-aligned public policy influence efforts Mercy Investment Services
UnitedHealth Group Report on all political influence spending values Education Foundation of America
congruency
Walt Disney Report on political spending values congruency Education Foundation of America
Wells Fargo Report on lobbying alignment with net-zero GHG goals 7th Generation Interfaith CRI
Wells Fargo Report on political spending values congruency Harrington Investments
Page: 79

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NAMING AND SHAMING

THE ESG MOVEMENT’S EFFORTS TO DEFUND TRADE ASSOCIATIONS AND PUT

July 31, 2023

Lead Researcher - Jerome Trankle

THE ESG MOVEMENT ORGANIZATIONS BEHIND NAMING AND SHAMING

THE ESG MOVEMENT’S STATED EFFORTS TO DEFUND BUSINESS AND

NAMING AND SHAMING RESOLUTIONS FILED BY THE ESG MOVEMENT.... 22

CORPORATE REFORM COALITION

Notable members of the Corporate Reform Coalition include a motley crew of

…The umbrella Corporate Reform Coalition supports shareholder activity on corporate

…Proponents filing resolutions about corporate political influence started asking

CPA produces the CPA-Zicklin Index, which purports to be a measure of “electoral

#1 Does the company publicly disclose corporate contributions to political candidates,

#3 Does the company publicly disclose independent political expenditures made in

#5 Does the company publicly disclose payments to other tax-exempt organizations,

THE ESG MOVEMENT’S LOBBYING DISCLOSURE CAMPAIGNS ARE A REAL,

And similar agreements were reached in the 2023 season: 23

"Shareholders need transparency to be able to assess whether corporate political

Groups named and shamed:

Votes in support: 22.97%

Below is the resolution and supporting statement: 25

Whereas, we believe in full disclosure of Abbott’s lobbying activities and expenditures

Resolved, the stockholders of Abbott request the preparation of a report, updated

We urge Abbott to expand its lobbying disclosure.

Political Spending Resolution

Groups named and shamed:

Votes in support: 14.95%

Below is the resolution and the supporting statement: 26

WHEREAS: The political expenditures of AbbVie Inc. (“AbbVie”) appear to be misaligned

RESOLVED: Shareholders request that AbbVie annually analyze and report, at

SUPPORTING STATEMENT: Proponents recommend, at management discretion, that

Proponents: Dana Investment Advisers and co-filer Dominican Sisters of Springfield

Groups named and shamed:

Votes in support: 35.73%

Below is the resolution and supporting statement: 27

Whereas, full disclosure of AbbVie’s lobbying activities and expenditures to assess

Resolved, the stockholders of AbbVie request the preparation of a report, updated

For purposes of this proposal, a “grassroots lobbying communication” is a

AbbVie sits on the board of the Pharmaceutical Research and Manufacturers of

Proponent: United Church Funds

Groups named and shamed:

Below is the resolution and supporting statement: 28

Whereas, full disclosure of Alphabet’s lobbying activities and expenditures to assess

Resolved, stockholders request the preparation of a report, updated annually,

For purposes of this proposal, a “grassroots lobbying communication” is a

Climate Lobbying Resolution

Groups named and shamed:

Votes in support: 14.14%

Below is the resolution and supporting statement: 29

Whereas: Regular examination of the alignment of lobbying activities (direct and

An alignment assessment can help to identify and address risks presented by

Thus, we urge the Board and management to conduct a comprehensive review of

Groups named and shamed:

Below is the statement in support of the resolution: 30

Groups named and shamed:

Votes in support: 23.54%

Below is the resolution and supporting statement: 31

Assess Alignment of Lobbying with Company’s Climate Goals

Amazon reports considering the reputational risks of potential misalignment between