Subject: File No. S7-13-09
From: James J. Givens

August 26, 2009

I run a small hedge from home in Santa Fe, NM. I have followed markets very closely for 27 years as an employee at a huge corporation and as a small investor. Your proposed proxy rule change to allow nomination of directors by outsiders would do more to fix the completely dysfunctional U.S. corporate governance system than all the Sarbanes-Oxleys, pay czars, and stock-option regulations combined.

Our current corporate governance format is crony capitalism at its worst. This very elegant rule change proposal is democratic in nature and relatively inexpensive to implement and police. Please do not cave to the corporate mega-lobbyists. Pass the proxy rule change allowing for replacement of unresponsive directors without making it too onerous on shareholders.