November 8, 2013
Ladies and Gentlemen:
I am writing on behalf of LKQ Corporation (NASDAQ: LKQ) to comment on the issue of the undue influence of proxy advisory firms on the governance policies of publicly-traded companies. We concur with the positions stated by NASDAQ in its letter to the Securities and Exchange Commission dated October 8, 2013. We have one further comment.
In addition to (or as part of) the requirement that the proxy advisory firms disclose the methodologies pursuant to which they make recommendations regarding matters presented for stockholder vote, the firms should be required to disclose the empirical data upon which they relied to reach their conclusions as to which practices (such as a split or combined Chairman/CEO role, or stock ownership guidelines) are preferable (or if no empirical data is relied on, a statement confirming that fact).
Thank you for considering our comment.
Victor M. Casini
Senior Vice President and General Counsel
500 West Madison Street
Chicago, Illinois 60661