Dec. 24, 2018
Hon. Jay Clayton Chairman U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Chairman Clayton, The corporations are already way too powerful. One of the few checks on their power is the shareholder proxy voting process under SEC Rule 14a-8. So needless to say the 1% and their hirelings want it changed. Please do not give in to them! Shareholder resolutions have enhanced shareholder value by promoting such positive gains as: •Board diversity •Auditor independence •Annual election of all directors •The ability for shareowners to nominate candidates to serve on boards •The need to manage supply chain risks •The need to manage climate risk, as well as other environmental risks •Workplace diversity and non-discrimination Raising the ownership threshold threatens to exclude smaller investors, which will categorically diminish the equality of the system, which is of course what the 1% wants. Only approximately 200 social and environmental resolutions came to a vote this year – hardly a burden. The vast majority of companies never even receive a shareholder resolution. Rather, most resolutions prompt productive dialogue and improved understanding between shareholders and management, leading to significant policy changes that can transform businesses. Resolutions with oil and gas majors have pushed companies to report on the risks of climate change and build business plans in alignment with the 2° C warming threshold established in the Paris Climate Agreement. Resolutions highlighting human rights risks in corporate operations and global supply chains have brought human trafficking and forced labor to the forefront. As a result of shareholder pressure, Fortune 500 companies like Coca Cola, HP, Ford and Gap now have human rights policies and supplier codes of conduct that help them uncover and eradicate these violations from their supply chains – along with the legal, reputational and financial risks they represent. I urge you to put the common good first and do not make changes to Rule 14a-8. Thank you.