Subject: S7-23-19 and S7-22-19
From: Wendy Volkmann

Jan. 31, 2020

S7-23-19 Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8 
S7-22-19 Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice 

Dear Madam Secretary and SEC Commissioners, 

I write to express my strong opposition to the new rules, identified above, proposed by the SEC on Nov. 5, 2019. 

I am an individual investor. The proposed SEC rule changes referenced above will limit the rights of shareholders to engage corporations using the shareholder resolution process, especially smaller shareholders. In a democracy, why would the SEC want to limit the voice of investors when its mission is to “protect investors”? 

S7-23-29 as proposed will make it more difficult for investors to get critical issues on the meeting agenda of public companies. The shareholder proposal process plays a vital role in ensuring our capital markets are dynamic and efficient. Shareholder resolutions are the most direct and transparent communication mechanism between company management and shareholders.  

If Chairman Clayton really means it when he says the SEC’s “first goal is to protect the long-term interests of Main Street investors,” he and other commissioners will vote against this proposal. 

S7-22-19 as proposed will interfere with investors’ ability to obtain independent research uninfluenced by company management. It will create inappropriate pro-management bias in proxy advisor reports and, in the end, diminish the investor vote. 

I am opposed to the new rules proposed by the SEC, and encourage you to abandon this destructive plan to strip investors of voice and meaningful engagement with public companies. 

Thank you for considering my comments. 

Wendy Volkmann