December 2, 2018
Dec. 2, 2017
Hon. Jay Clayton Chairman
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: File 4- 725 -- Staff Roundtable on the Proxy Process Dear Chairman Clayton,
The Dominican Sisters ~ Grand Rapids have been participating with the Interfaith Center on Corporate Responsibility for 30 years with co-filing, dialogue, and educational efforts. ICCR is a coalition of more than 300 institutional investors collectively representing over $400 billion in invested capital. We endorse their letter (11/5/18) affirming that the current shareholder proposal process as effective, efficient and beneficial to both shareholders and the long-term well-being of the companies they hold.
We would emphasize two elements of their letter: thresholds of ownership and resubmission.
The current ownership threshold of at least $2,000 worth of a company's shares allows a diversity of voices to be heard including smaller investors. The requirement of ownership for at least one year prior to filing a proposal ensures that investors cannot simply buy shares before the filing deadline and sponsor a resolution. Raising the ownership threshold threatens to exclude smaller investors, which is problematic and raises concerns about the equality of the system. Shareholders big and small can make and have made valuable contributions to the companies that they own.
Regarding the issue of resubmission, the current system gives all shareholders time to consider the content of resolutions and make an informed and educated decision on their merits. Consider the progress made with major gas and oil companies. The earliest resolutions received around 5% support which with the proposed rules would have caused them to be "dead in the water!" Given the current procedures, shareholders in subsequent years were able to study and analyze the cause and concerns of these resolutions. Last year, and average of 55% of shareholders of the four major companies supported the concerns of their companies' need to include climate control as an economic reality for the good of the company.
A final note is concerned with the attitude of major trade organizations that our concerns expressed in our resolutions is simply "political." If they understand "political" to be "of the concern of the people" perhaps they are correct. But the concern of the people includes their human right to be included in the just and equitable participation of our economic systems. We are indeed concerned with the profitability of our companies, but we are more concern that our companies are morally responsible for the people we impact.
Sister Mary Brigid Clingman, OP
Promoter of Justice
Dominican Sisters ~ Grand Rapids
2025 E. Fulton
Grand Rapids, MI 49503
"In a free society, some are guilty; all are responsible."