The Securities and Exchange Commission
Proposed Rule 154 under the Securities Act of 1933 and Proposed Amendments to Rules 14a-3, 14c-3 and 14c-7 Under the Securities and Exchange Act of 1934
File number S7-27-97
Whirlpool Corporation, the worlds largest full line manufacturer and marketer of major home appliances has comments regarding recent proposals by the Securities and Exchange Commission (SEC) to eliminate certain mailings of prospectuses and annual reports to beneficial shareholders that have the same address ("householding").
In general we strongly support the intent of the SECs draft proposal. We are especially supportive of the Commissions proposal to allow issuers to use "implied consent". However, we urge the Commission to expand its proposal. Accordingly, we have recommendations that will support the SECs objectives to streamline shareholder communications.
By way of background our company has 62,000 employees, markets under 11 brand names, manufactures in 10 countries and sells products in approximately 140 countries. We are publicly held, have approximately 12,000 registered shareholders and another 26,000 individuals who are either indirect shareholders or have stock options.
Approximately 10% of our shareholders of record have the same mailing address. That means that we can save about $20-30,000 annually if all our current mailings in conjunction with our Annual Meeting of Shareholders could be consolidated under a substantive "householding" rule. Such relief is provided to us by a New York Stock Exchange rule, approved by the Commission, that permits brokers to household full sets of proxy materials (annual reports, proxy statements and proxy cards) for street name holders.
As proposed, the current rule does not provide issuers with the ability to carry out the same householding procedures for record holders, and, therefore, limits potential savings in both printing and mailing of proxy materials. The proposed rule limits potential environmental savings as well.
We request that the SEC incorporate into its amendments to Section 14a-3 of the Securities Exchange Act of 1934 language permitting householding of full sets of proxy materials to shareholders of record of the issuer's securities. Consequently, wherever the words "annual report" occur in the proposed rules at 14a-3(e)(1)(i) and (e)(1)(ii) and in related rules under 14c-3, such language should instead read "annual report and accompanying proxy materials".
The bottom line is lower cost, increased efficiency, and the use of valuable resources that can be diverted into other more productive activities.
Thank you for the opportunity to comment.
For further information please contact:
Associate General Counsel
2000 M 63 North
Benton Harbor, MI 49022