Subject: File No. S7-14-23
From: Sam Daly

Dear Sir/Madam, Please add proxy plumbing to your FIX list in 2024 as it is becoming VERY serious and unjust. Please see my comments below: 1. **Ownership Structure Complexity:** The majority of American households owning equity shares entrust intermediaries like broker-dealers and banks to hold their shares in "street name." This results in a complex ownership structure where the shares are registered with the issuer in the name of the intermediary, making investors "beneficial holders." 2. **Proxy Voting Process:** Approximately 85% of exchange-traded securities are held by these intermediaries, and the majority of the shares are processed by Broadridge Financial Solutions, Inc. The proxy voting process is crucial for shareholders to express their preferences on AGM topics, and Broadridge claims to handle over 80% of all shares outstanding for US publicly-listed companies. 3. **Institutional Dominance:** Institutions, such as mutual funds and pension plans, own about 65% of public company shares and vote around 90% of those shares at AGMs. This dominance raises concerns about a potential lack of representation for individual investors, as institutions wield significant influence in corporate decisions. 4. **Limited Retail Participation:** Retail investors (households) turn in votes for only about 30% of their shares, partly due to the complexity of the voting process and the time constraints faced by individual investors compared to institutions with dedicated voting departments. 5. **Overvote Service and Biased Practices:** Broadridge's Overvote Service, allowing brokers to discard votes if they lack sufficient shares, introduces a potential for bias against retail investors. Brokers are reported to be 8 times more likely to discard votes from households than from institutions, further disadvantaging individual investors. 6. **Rigged System:** The system appears to be rigged against individual investors, with institutions having more direct access to companies and a higher likelihood of their votes being counted. This bias challenges the fairness of the proxy voting system. 7. **Importance of AGM Voting:** AGM voting is emphasized as a critical aspect for investors, as it directly influences corporate decisions. The skewed nature of the current proxy plumbing system raises concerns about the true representation of investor interests in these crucial votes. I would appreciate you following up and adding this to your 2024 agenda. Kind Regards, Sam