April 8, 2013
March 27, 2013
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
# 2 Limited Brands, Inc. (LTD)
Defective Annual Meeting Proxy (Preliminary)
Ladies and Gentlemen:
Two titles for one shareholder proposal is inherently confusing especially to retail shareholders. And this is a time when the level of valuable retail shareholder voting is trending down. Retail shareholders may need to ponder whether two separate topics are being proposed. Plus in their frustration, retail shareholders may simply turn negative against the proponent and his proposal in their disgust at their perception that the proponent is responsible for such a lack of clarity.
Plus the company does not disclose that the proponent is not responsible for the oversized title in the proxy and the only title on the ballot. The company is potentially defaming the proponent by making the proponent appear to be the author of the two apparently disjointed titles.
And shareholders who vote based primarily on the text on the ballot will not have the benefit of even one single word authored by the proponent. The company title fails to use a single word from the proponents title.
Please enforce the proxy rules in regard to this 2013 definitive proxy.
cc: Sam Fried [email address redacted]
EVP - Law, Policy Governance