My name is John E. Reed, and I am Chairman and Chief Executive Officer of Mestek, Inc. (MCC), a NYSE listed company headquartered in Westfield, Massachusetts.
As Chairman of the Board, I am deeply aware that I hold this position of trust on behalf of the shareholders of the company, and it is their long-term interests that are paramount in the conduct of the company. The proposal put forth by the SEC, to require publicly traded companies to include in their proxy statements persons who have been nominated by the shareholders themselves, is the essence of corporate democracy. By permitting the shareholders to communicate their proposals through the company proxy statement, the shareholders would now have access to their company's resources in putting forth their candidates. Reserving the company proxy statement and the company's resources to the nominees selected by the incumbent Board and management is at best exclusive, and at worst is another method by which management and the Board are insulated from the will of a portion of the shareholders.
As a Pennsylvania corporation, Mestek, Inc. permits shareholders to exercise their rights to cumulative voting for directors, and under its by-laws, provides for a process for nominations of directors to be submitted directly by the shareholders.
Having said this, I also believe that the shareholder candidates and proposals must be made in good faith for the better conduct of the company, and not as a means of promoting narrow shareholder interests or agendas for social action. Therefore, I believe that such shareholder nominees or proposals must be made by shareholders holding at a minimum ten to twenty percent of issued and outstanding shares of a company prior to inclusion in the company's proxy statement.
Thank you for this opportunity to comment on this matter.