July 24, 2007
Dear Chairman Cox:
As a concerned investor, I was alarmed to learn that the SEC is considering a proposal to restrict or eliminate one of the most important tools that shareholders like myself can use to make our concerns known to corporate management. I urge you to drop the suggested proposal curtailing investors' right to file advisory resolutions under Rule 14a-8.
Advisory resolutions have proven to be a highly effective way to get management's attention on issues that matter to shareholders. They help to promote improved corporate governance, greater accountability, and more meaningful disclosure. They are a source of important new ideas, and often serve as the starting point for productive dialogue with companies. As an investor, I know that the right of shareholders - even small shareholders - to propose these resolutions has helped the companies I own to become better companies.
In addition, the proxy is a fiduciary asset and an important fiduciary tool. Limiting fiduciary access to the tools of governance could lead to a variety of problems in the future, for fiduciaries and shareholders.
Restricting or eliminating advisory shareholder resolutions would be a disastrous step backwards. Please let me know what action you intend to take on this issue.