August 31, 2007
Dear Chairman Cox:
The US today has, many say, a government not by, for, and of the people, but by, for, and of corporations. Please don't weaken shareholder rights and strengthen those of corporations.
I joined PACRI, the Philadelphia branch of the ICCR, as an individual member. The seriousness and sense of responsibility of that organization greatly impressed me. Introducing shareholder resolutions was a last resort. The first step was extensive research, then came a letter to the CEO of the company in question in which criticisms were expressed and remedial action suggested. Next, the members would make an appointment and pay a visit to the company's CEO or other top management official. If the company's representative was unwilling to satisfy the delegation from PACRI (or the ICCR), a shareholder's resolution would be submitted. But it was the possibility of such a submission that put some force behind the petitioners' demands. If the matter even reached that point, it was frequently resolved and the resolution withdrawn before the shareholders' meeting.
The issues with which the organizations deal are of interest to the general public: global warming, predatory lending practices, and the like.
I am alarmed that the SEC has issued rules that could curtail or eliminate the ability of shareholders like myself to raise important issues with corporate management. I urge you to not decrease investors' rights to file advisory resolutions under Rule 14a-8.
Advisory resolutions play a vital role in encouraging corporations to be responsive to their owners. They help to promote improved corporate governance, greater accountability, and more meaningful disclosure.
Any actions that would restrict or eliminate advisory shareholder resolutions would be a disastrous step backwards. Please let me know what action you intend to take on this issue.