From: Kurt Schacht [kschacht@wyser-pratte.com] Sent: Thursday, November 13, 2003 4:39 PM To: rule-comments@sec.gov Subject: S7-19-03: We would like to offer the following comments concerning director nominations by shareholders. Triggering mechanisms. First, we encourage the SEC to heed previous suggestions and propose an additional triggering event when a company fails to implement a shareholder proposal that passes by a majority vote (non-implementation). Such an occurrence represents the strongest tangible evidence that the proxy process is ineffective at that particular company. If a shareholder proposal has been validity submitted and not excludable under SEC and/or State Law standards, then a majority shareholder vote on such a proposal ought to be honored. Non-implementation should be at the risk of triggering the nomination mechanism. Second, concerning the trigger of a 35% withhold vote for any director, it should be made clear that broker non-votes will not be included in the tally for the director or board which is the subject of the withhold vote. Any new proposals should include procedures that outline how a shareholder can formally designate that a withhold campaign has been undertaken and details as to how this would translate into rendering such election a non-routine item or otherwise results in the disqualification of broker non-votes for that director or all board nominees, as the case may be. Finally, while we accept the notion that a company's nominee for an "independent director" must be independent of the company, we question the logic of why a shareholder nominee must in turn be independent of the shareholder. In all cases, directors are supposed to be representatives of and monitors for shareholders. Does it make sense that in all cases, a shareowner nominee must be independent of such shareowner? We appreciate the opportunity to comment on the proposal. Kurt Schacht, J.D. , CFA Wyser-Pratte & Co. 410 Park Avenue Suite 1510 New York, NY 10022 646 735 5000