Please investigate allowing shareholders to place their own slate of directors on ballots. For too long, managements have acted as though they "owned" the company, like it was their personal fiefdom. In fact, they are supposed to be employees, and responsible to the shareholders. For too long, the current proxy rules have made it very difficult for shareholders to let management know they were dissatisfied, by rejecting their "chosen" slate of directors and inserting directors who would act in shareholder interests.

On a separate note, I think the SEC should consider the complete elimination of option compensation, and only allow managements to be paid with cash or restricted stock that is expensed and will vest over at least a three year period. Only restricted stock aligns management interests with shareholders, because it exposes them to the downside as well as the upside. Options represent a "heads I win, tails you lose" scenario. They incent management to take risks they would not take if they had their own capital at stake, because they only require that a stock price go up for a very brief period of time to be very valuable. Such incentives are not in the interest of long-term shareholders. Options also discourage management from paying dividends, because dividends reduce the value of options.

David Stadlin
Tiburon, CA