September 25, 2007
Dear Chairman Cox:
Please assist in preserving the nonbinding shareholder proposal. Shareholder proposals have helped to promote transparency, improve corporate governance and performance, and raise important issues ranging from greenhouse gas emissions to sweatshops to sustainability reporting. This is the one way that investors have been able to bring visibility to important business risks that can have a profound impact on the value of our investments.
Questions raised by the SEC may lead to the restriction or elimination of shareholders' rights to propose advisory resolutions under Rule 14a-8. As an investor, I am concerned about the framing of this rule. I regard shareholder resolutions as an important tool for shareholders to make their voices heard about the management direction of our companies. I specifically oppose granting companies the ability to "opt out" of the shareholder resolution process, substituting electronic petitions or chat rooms for resolutions, or increasing the percentage vote required for resubmission in subsequent years.
It is to the credit of the SEC and our democratic system that small investors as well as large ones can participate in this process. Many of the most critical corporate reforms of recent years have been promoted by small individual and institutional investors. The current proxy rules have facilitated a rich and diverse dialogue on some of the most critical issues of our time, from climate change to excessive executive compensation. I feel that it is imperative that these current rules be kept in place.
The many corporate scandals of recent years have underlined the importance of more communication, more transparency, and more accountability - not less. Nonbinding shareholder resolutions have proven effective in holding companies accountable to their owners. I ask that the Commission safeguard, not undermine, their use.
Please let me know what action you intend to take on this issue.