September 16, 2010
Ladies and Gentlemen: Given the planned implementation of say on pay for the 2011 proxy season, we should like to suggest that Rule 14a-6(a) under Regulation 14A be amended by adding the following (or substantially similar language acceptable to the Staff)as a new subsection (5): "An advisory compensation-related proposal that is not binding on the registrant or its directors and officers". The current subsections(5)and(6)would then be renumbered as (6) and (7), respectively. This would avoid the needless filing of numerous preliminary proxy statements.
We would respectfully suggest that this change be made regardless of whether say on pay is unexpectedly not implemented for the 2011 proxy season, as a number of companies,like Ameriprise Financial,Inc.,have voluntarily instituted say on pay during the 2010 proxy season or before.
We sincerely appreciate the Commission's consideration in making this comment process available. Thank you.