Subject: File No. 265-28
From: James McRitchie
Affiliation: Publisher of Corporate Governance (

February 12, 2013

I am disturbed by the latest bit of election rigging in the case of a proposal by John Chevedden at Oshkosh (OSK) that was labeled consideration of a shareholder proposal, if properly presented, instead of as a shareholder proposal entitled executives to retain significant stock. The VIF clearly did not meet the requirements of SEC Rule 14a-4(a)(3) to identify proxy items clearly and impartially.

Please ask SEC staff for a legal opinion discussing what legal requirements apply to voter information forms (VIFs) and how, if at all, those requirements differ from the requirements that apply to proxies. Once legal staff have issued their opinion, the IAC should recommended any changes necessary so that the same protections are afforded to retail investors holding securities in street name as are afforded to shareowners with direct registration.

Further background on this latest example can be found at

These issues were discussed in the 2009 rulemaking petition to eliminate blank votes from automatically going to management submitted by me and others at

(Attached File #1: 26528-18.pdf)