Subject: File No. 4-582
From: victor m kimball
Affiliation: Real Estate Developer

May 22, 2009

-Comments attached. Dear Secretary Schapiro: Concerning the article in the Wall Street Journal, "SEC Votoes To Change Proxy Rules".

I have had concerns with many companys tht the executives believe that the COMPANY belongs to them and is there for their own gain and not the shareholders. This pervasive attitude among the listed companies on the exchanges make me believe that the shareholders are the last to bennifit.

I believe your remcommendations have to occur to help restore some representation for the shareholders and trusts in the system. Something has to be done to elliminate the buddy system in the board and among directors that are pawns for the companies executives.

Recently, I was about to buy Chesepeke Energy until I heard that the Board gave an enormous bonus to the Chairman regardless of the poor performance of the company.

Unfortunately, there are numerous examples that we hear about and most likely more that we do not hear about. We need to start somewhere to gain better representation for the shareholders. Please follow through on your recomendations.


Victor Kimball