PROPOSAL 4: SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS
DISCLOSURE
The Company is not responsible for the content of this shareholder proposal or supporting statement.
The following shareholder proposal (the Shareholder Proposal) will be voted on at the Annual Meeting only if properly presented by or on behalf of the
shareholder proponent. Sonen Capital, 456 Montgomery Avenue, San Francisco, California 94104, a holder of 448 shares of Common Stock, 0.0004 percent of the Companys outstanding shares, submitted the Proposal. The Board of Directors
recommends a vote AGAINST the Shareholder Proposal and asks shareholders to read through the Ropers response which follows the Shareholders Proposal.
Resolved, that the shareholders of Roper Technologies Inc. (Roper or Company) hereby request that the Company provide a report, updated semiannually, disclosing the Companys:
1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or
indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.
2. Monetary and
non-monetary
contributions and expenditures (direct and
indirect) used in the manner described in section 1 above, including:
a. The identity of the recipient as well
as the amount paid to each; and
b. The title(s) of the person(s) in the Company responsible for decision-making.
The report shall be presented to the board of directors or relevant board committee and posted on the Companys website within 12 months from the
date of the annual meeting. This proposal does not encompass lobbying spending.
Supporting Statement
As long-term shareholders of Roper, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention
in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or
local candidates.
Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United
decision, which said, [D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers
and messages.
Relying on publicly available data does not provide a complete picture of the Companys electoral spending. For example, the
Companys payments to trade associations that may be used for election- related activities are undisclosed and unknown. This proposal asks the Company to disclose all of its electoral spending, including payments to trade associations and other
tax-exempt
organizations, which may be used for electoral purposes. This would bring our Company in line with a growing number of leading companies, including Salesforce.com Inc., Inuit Inc., and Northrop
Grumman Corporation, which present this information on their websites.
The Companys Board and shareholders need comprehensive disclosure to fully
evaluate the use of corporate assets in elections. We urge your support for this critical governance reform.
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Roper Technologies, Inc. 2019 Proxy Statement
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