July 24, 2007
Dear Chairman Cox:
As a concerned investor, I was alarmed to learn that the SEC is considering a proposal to restrict or eliminate one of the most important tools that shareholders like myself can use to make our concerns known to corporate management. As someone who has proposed several resolutions around environmental practices, I found it a powerful tool to create dialogue between the management of the company and the impacted citizens. While neither of the resolutions I tabled passed, they had an impact nonetheless. I strongly urge you to drop the suggested proposal curtailing investors' right to file advisory resolutions under Rule 14a-8.
Advisory resolutions have proven to be a highly effective way to get management's attention on issues that matter to shareholders. They help to promote improved corporate governance, greater accountability, and more meaningful disclosure. They are a source of important new ideas, and often serve as the starting point for productive dialogue with companies. As an investor, I know that the right of shareholders - even small shareholders - to propose these resolutions has helped the companies I own to become better companies.
Restricting or eliminating advisory shareholder resolutions would be a disastrous step backwards. Please let me know what action you intend to take on this issue.
Yours sincerely,
Robert McClellan