Subject: File No. 4-670
From: mark s van clieaf
Affiliation: World at Work, NACD, ICGN, NSFM

December 3, 2013


The attached analysis for the NYTimes identifies how broken the current proxy voting and say on pay voting process is and were highlighted in a recent NYTimes articles

18 companies deliver $ 134 billion in economic loss over 5 yrs

90 Named Officers are granted $ 3.1 billion in executive pay

ISS and Glass Lewis ONLY recc'd AGAINST 3 of these 18 value destroying companies where they have 5 yr + ROIC WACC

Finance and Business strategy 101

This clearly points to MATERIAL flaws in the current proxy voting and say on pay voting processes

Copyrighted material redacted. Author cites:

Burgman, Roland, and Mark Van Clieaf. "Total Shareholder Return (TSR) and Management Performance: A Performance Metric Appropriately Used, or Mostly Abused?" Rotman International Journal of Pension Management 5.2 (2012): n. pag. Web. 04 Dec. 2013.

Van Clieaf, Mark, and Janet Langford Kelly. "The New DNA of Corporate Governance: Strategic Pay for Future Value." The Corporate Governance Advisor 13.3 (2005): n. pag. Aspen Publishers. Web. 4 Dec. 2013.