Subject: File No. 265-28
From: Steven Towns

March 11, 2013

Dear Dodd-Frank Investor Advisory Committee:

Jim McRitchie (editor of is spot on in his Jan. 30, 2013, article entitled: "Broken Windows Proxy Vote Rigging Both Invite More Serious Crime." Web link pasted at the end of my comments for reference.

It pains me to have to write this. However, hopefully the sincere concern demonstrated by select shareowners and even just one more comment to the IAC will be enough to spark not just the IAC considering, but facilitating, implementation of much needed change without delay. I am referring to the counting of blank votes as votes in favor of management. This is a convenient arrangement for management/directors that must end.

In addition, referring most specifically to Broadridge, never should a company be able to arbitrarily decide that a non-vote counts as a vote for management. Neither should a company (Broadridge) be able to relabel shareowner proposals. It has often been the case that even proving that one is a shareowner is a difficult task. Then there are rather strict standards that shareowners must follow -- e.g. GE's counsel once counted each instance of a "$" symbol in my proposal as a word and compelled me to re-write/submit. And the no-action shenanigans by companies makes for a truly grueling overall proposal submission process. Imagine how it must feel to have a proposal appear for shareowner resolution only to have had it relabeled "to gibberish" and for non-votes to be counted 'against' the proposal. This cannot be tolerated any longer.

Accordingly, I respectfully ask the IAC to review and action Mr. McRitchie's call for an amendment to Rule 14a-4, as well as the following petition to eliminate blank votes automatically being counted for management: He is also asking for legal clarification of VIFs.

These are all serious matters. Thank you for giving them your attention. Please see:

Steven Towns