Subject: File No. S7-10-09
From: Jon Lukomnik
Affiliation: Program Director, IRRC Institute

June 16, 2009

Dear Commissioners:

I am the Program Director of the IRRC Institute, a not-for-profit research organization whose mission is to provide thought leadership at the intersection of corporate responsibility and the informational needs of investors.

The institute does not take any advocacy positions, so I will not, in this e-mail submission, take an opinion on the proposal.

However, we recently released a report on the performance characteristics of hybrid boards those boards of directors created when an insurgent wins though a proxy contest (or is otherwise granted) a minority number of seats on the board of a public company.

A number of commentators (See, for example, "Elect a Dissident, Win A Prize, New York Times) have suggested that the study can help inform the commission in its deliberations about the proposed shareholder director nomination regulation. We are, therefore, pleased to provide it as an attachment.

Jon Lukomnik

(Attached File #1: s71009-15.pdf)