Scott T. Ford
December 19, 2003
VIA US MAIL and E-MAIL
Jonathan G. Katz
Re: Stockholder Director Nomination Proposal; File No. S7-19-03
Dear Mr. Katz:
I am the CEO of ALLTEL Corporation, a Delaware corporation with nearly $8 billion in annual revenues and almost 20,000 employees. I appreciate this opportunity to provide comments on the Securities and Exchange Commission ("SEC") proposal to require companies to include stockholder nominees for director in company proxy materials under certain circumstances.
ALLTEL agrees that corporate boards and management must hold themselves to the highest standards of corporate governance. We believe that time is now required for the new Sarbanes-Oxley and New York Stock Exchange standards to be fully implemented by companies and to study the impact of these numerous standards before proceeding with additional requirements. ALLTEL also believes that complicating the director election process by requiring companies to include stockholder nominees in their proxy materials is not good corporate governance because it will enhance special interest groups' access to boardrooms, undercut the role of the board and its independent nominating committee in the nominating process, and impede the ability of companies to attract and retain qualified directors.
If the inclusion of stockholder nominees in company proxy materials is to be required, we agree with the SEC that this inclusion only should be triggered by objective criteria indicating that stockholders have not had adequate access to an effective proxy process. Unfortunately, the proposed rules go far beyond the SEC's stated intent of targeting a small number of unresponsive companies and will affect many U.S. public companies - regardless of their corporate governance practices or their responsiveness to stockholders. In particular, the trigger based on a majority-vote stockholder proposal to activate access would apply to any company, not merely those companies that have failed to respond to stockholder concerns. Moreover, the trigger based on a director's receipt of more than 35 percent of "withhold" votes, while more appropriate than the first trigger, would not give the board and its nominating committee an opportunity to respond to stockholder concerns about a director before the company's proxy process is deemed ineffective. The possible third trigger, a company's failure to implement a majority-vote stockholder proposal (other than a proposal to activate access), does not demonstrate the ineffectiveness of the proxy process. When stockholders approve a proposal requesting a board to take (or not take) certain actions, it is well understood that the board, in furtherance of its legal obligations, may or may not follow the recommendation. There is no basis for concluding that a board's unwillingness to promptly implement a stockholder recommendation represents a failure of the proxy process. Finally, the proposed thresholds for stockholders to submit a proposal to activate access and to nominate directors are too low to justify the cost and substantial disruption of the proxy contests that would result.
ALLTEL believes the SEC should allow the corporate governance reforms adopted by Congress, the SEC, and the securities markets to be fully implemented before proceeding with any additional regulation. With the increased independence of boards of directors, the strengthened role and independence of nominating committees, and the enhancement of stockholder-director communications, we believe that the issues that led to calls for stockholder access will be addressed. If the SEC nevertheless concludes that changes in the director election process are necessary, then we believe it is necessary to revise substantially the proposed rules to better target them to non-responsive companies.
Thank you for considering these concerns about the proposed rules. If you would like to discuss these comments or any other issue, please do not hesitate to contact me at 501-905-8102.