April 8, 2013
April 8, 2013
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
# 1 Ferro Corporation (FOE)
Defective Preliminary Annual Meeting Proxy Leading to Unfair Election
Ladies and Gentlemen:
The preliminary proxy is defective and will lead to an unfair election. The rule 14a-8 proposal is singled out for unfair treatment. The rule 14a-8 proposal is denied a title on the ballot other than a brown-bag title. None of the management proposals have brown-bag titles on the ballot.
To top it off the title includes an implied statement against the proposal – why waste your time with this proposal because it may not even be properly presented? A negative ballot statement is thus given priority over naming the actual title of the proposal.
The brown-bag title is then the superceding oversized title in the body of the proxy. None of the management proposals have superceding oversized titles specifying management proposal.
Plus the last line of the proposal is singled out to be separated from the remainder of the rule 14a-8 proposal and is made to look like the heading of the management opposition statement.
The company should be required to use fair editing practices in order to conduct a fair election.
cc: Kenneth Steiner
Mark H. Duesenberg [email address redacted]