December 22, 2003
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Attention: Jonathan G. Katz, Secretary
Dear Mr. Katz:
On behalf of Prudential Financial, Inc., a New Jersey corporation with approximately 3.5 million shareholders, I appreciate this opportunity to comment on the Securities and Exchange Commission ("SEC") proposal ("Proposal") to require companies to include shareholder nominees for director in company proxy materials.
The Proposal states that its goal is to improve disclosure to security holders and to enhance their ability to participate meaningfully in the proxy process for the nomination and election of directors. We support that goal. We also support the SEC's intent stated in the Proposal to target a small number of unresponsive companies in establishing the criteria to implement shareholder access to the company's proxy statement.
In our view, the Proposal does not adequately consider the realities of the proxy process, including the considerable influence of proxy voting guidelines adopted by institutional investors and Institutional Shareholder Services ("ISS"). In particular, the Proposal states that shareholder access to the proxy statement will be triggered if a company receives a majority vote on a shareholder proposal to implement a shareholder access process. It is likely that ISS, as well as many institutional investors, will revise their proxy voting guidelines to support shareholder access proposals if for no other reason than to make access available in case a company is not responsive in the future. If this is the case, a company may receive a majority vote on this type of proposal regardless of its governance practices or responsiveness to shareholder concerns. Therefore, we recommend that the SEC further consider the mechanics of the proxy voting process and modify the criteria to trigger shareholder access to target only those companies where shareholders have not had adequate access to an effective proxy process.
Thank you for considering our concerns. If you would like to discuss these comments, please do not hesitate to contact me at 973-802-7770.
Kathleen M. Gibson
Vice President and Corporate Secretary