April 9, 2013
April 9, 2013
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
# 1 Aetna Inc. (AET)
Defective Annual Meeting Proxy Leading to Unfair Election
Ladies and Gentlemen:
The definitive proxy is defective and will lead to an unfair election. Rule 14a-8 proposals are singled out for unfair treatment. Rule 14a-8 proposals are identified differently in the body of the proxy compared to the ballot.
The ballot gives rule 14a-8 proposals the identity of 5, 6 and 7. The body of the definitive proxy identifies the proposals as V1, V2 and V3.
As a result shareholders will have greater difficulty in matching the ballot descriptions with the body of the proxy for rule 14a-8 proposals compared with matching the management proposals.
Having difficulty matching the ballot to the proxy statement clearly does not help shareholders to form a favorable impression of rule 14a-8 proposals. Management proposals do not have a similar affliction.
The company should be required to issue a corrected proxy and at least publish it on the internet. This will at least reduce the level of unfairness in the 2013 election.
Sincerely,
John Chevedden
cc:
Judith H. Jones [email address redacted]
Vice President and Corporate Secretary
PH: [redacted]
FX: [redacted]