CBS 2013 Shareholder Resolution

Public Disclosure of Political Contributions


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

  1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.
  2. Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:
    • The identity of the recipient as well as the amount paid to each; and
    • The title(s) of the person(s) in the Company responsible decision-making.


The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website.

Stockholder Supporting Statement

Long-term shareholders of CBS support transparency and accountability in corporate spending on political activities. These activities include direct and indirect political contributions to candidates, parties, or organizations; independent expenditures; or electioneering communications on behalf of federal, state or local candidates.

Disclosure is in the best interest of the company and its shareholders, and critical for compliance with federal ethics laws. Gaps in transparency and accountability may expose the company to risks that could threaten long-term shareholder value.  The Supreme Court’s Citizens United decision recognized the importance of political spending disclosure for shareholders when it said, “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.”

CBS contributed at least $81,000 in corporate funds since the 2002 election cycle. (CQ:, National Institute on Money in State Politics:, and New York State Board of Elections:

However, relying on publicly available data does not provide a complete picture of the Company’s political spending. For example, the Company’s payments to trade associations or the so-called “social welfare organizations” – organized under the 501(c)4 section of the I.R.S. tax codes – used for political activities are undisclosed and unknown. At many companies, management does not know how third-party groups use corporate money politically. 

As evidence of this, the 2012 CPA-Zicklin Index of Corporate Political Accountability and Disclosure ranked CBS near the bottom of the top 200 of the S&P 500 companies for political disclosure – with a score of eight out of 100 points.  This proposal asks CBS to disclose all of its political expenditures, including payments to trade associations and other tax-exempt organizations.  This would bring our Company in line with a growing number of leading companies, including Exelon, Merck and Microsoft that support political disclosure and accountability and present this information on their websites.

The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.