Subject: Proxy access proposal

August 14, 2009

Ms. Elizabeth M. Murphy, Secretary
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-1090

Re: Facilitating Director Nominations
Release Nos. 33-9046; 34-60089; IC-28765
File No. S7-10-09 (June 10, 2009)

Dear Ms. Murphy:

This is in regard to the proposed amendments to the SECís proxy rules that would permit shareholders to nominate directors in company proxy materials. I am a retired COO of a Forture 50 company and am serving as an independent director on corporate boards subject to federal proxy rules.

I have a number of concerns about the proposal that have become increasingly worrisome as our nation struggles to extricate itself from what could be a long period of slow growth. I believe the government and its agencies should be especially sensitive to the issues that are important to restoring the economic well being of the country, and a strong and vibrant private business community is essential to that happening. One of the most significant problems I find with the proposal is that it will deflect attention from building the long term success of a company, and instead focus on short term results and unhealthy contention in the board room. Special interests will dominate the board room, and various board groups will be vying with one another to control a corporationís planning and asset allocation. This could result in an environment which will place management under great stress and effectively undermine their capabilities.

I also believe that if the current proposal is adopted, it is just a matter of time before high quality directors who bring experience, business wisdom and integrity to the board room, will cease to be interested in serving. Business people like to concentrate on business issues, and not be involved in a fractious environment of politics and special interests. If these things happen, shareholders and all citizens will be the losers.

I appreciate the opportunity to comment on this proposal.


Victor A. Pelson