Subject: File No. S7-14-10
From: Mike Nelson
Affiliation: small private investor

July 15, 2010

This document is 151 pages long. I doubt if any average citizen will read the whole thing and comment on it.

As a small investor, I seldom have the time to read through all the proxies however I do vote because if I do not it will counted as yes by default. This should not be the case. If I do not vote my shares, then no vote should be recorded.

I often am asked to vote for members of the board of directors even though I don't really know who they are or who's interests they really represent. Somehow I don't think they represent a small investor like me but are rather hand picked by the CEO to represent his salary interests.

CEO salaries are outrageous and I often wonder what they do to earn such salaries. It is never clearly explained what they did as opposed to the workers in the company. Can one person be worth millions of dollars per year all by himself? I doubt it. I'm sure they employees had something to contribute too. Therefore, I usally vote NO due to lack of supporting information.

Ownership of the company should be made clear. If you are holding shares of NewsCorp, you are holding shares in Rupert Murdoch and you might as well forget voting your ballot since he owns most of the company already.

CEO compensation should be based upon business fundamentals such as increase in book value per share, cash flow per share, dividend yield, return on assets, low debt to equity ratios, profit growth, etc. etc. as is reasonable per industry. I doubt most small investors are savvy enough to realize this. They rather look at the share price gain/loss as a measure of the worth of a CEO. This type of investing leads to speculation and risky business behaviours as evidenced in the banking bust lending bubble that we are currently experiencing.

Anyways, something drastic needs to be done to reform the type of capitalism we practice. Personally, I watch the CEO quite closely for I feel his main goal is himself and not the shareholders. Unfortunately, not many small investors realize this it seems.

If would make any difference, I would read the entire 151 page document and make comments but I'm sure there will be a bunch of crafty corporate lawyers would will shred your proposal.

Que sera sera