Subject: S7-23--19/S7-22-19
From: Elizabeth Smoyer

Feb. 1, 2020

SEC Proposed Rule: Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8  The ruling proposals assume an adversarial and therefore costly role between shareholders and management. It diminishes the relationship of shareholders and management because it works against a diverse group of shareholders with more limited assets engaging in conversation with management. According to data compiled by the Sustainable Investments Institute, 176 resolutions on social and environmental topics came to a vote at US companies in the spring of 2019. Many of these were filed by investors with relatively small investments according in compliance with the existing filing thresholds. The proposals received on average of 25.5 % support (about the same as the average of 25.4% for resolutions of this kind in 2018, and 21% in 2017). These numbers demonstrate that proposals of interest to a large portion of a company’s shareholder base can and do originate with smaller individual and institutional investors.
The proposed Rule 14a-8 weakens the natural process of change by making repeated proposal presentation over time more difficult. This makes companies more vulnerable to loss of value because they would be blinded to ideas and concerns about environmental responsibility, human rights abuses and good governance that enhances the companies operations and mitigates financial risk. 
The corporations in which we invest are legal persons. Like any person, they are in relationship with all kinds of people who are supporting their undertakings as a company doing business. As investors we rely on well-respected organizations like the Interfaith Center for Corporate Responsibility to do the research and thinking required to add value to our investments.  
Several of our community members attend meetings of ICCR and are fully apprised of intended proxy proposals being considered. Ongoing email contact enables us to sign on to those proposals to companies we own shares in and meet our values and concerns.  Proposed changes in Exchange Act rule Act 14a-8 offers an unbalanced assessment of the process. Under the new rules, recommendations only need review when in opposition to management recommendations. And companies have multiple opportunities to interfere with proposal development.  This undermines the important work that groups like ICCR do for us and for the companies in which we invest. For example, ICCR has helped identify longer-term emerging risks with the potential to negatively impact people have been identified early and proactively managed to the financial benefit of hundreds of companies, the health of the environment, and the welfare of communities across the globe. 
The average company receives a shareholder proposal once every 7.7 years, and of those that do, the median number of proposals is one per year (ISS Voting Analytics). Therefore the Rule Changes proposed are attempts to stamp out problems that don’t exist and using a sledgehammer to do so. 
These rule changes are harmful to the common good of investors, the companies we invest in and the relationships to the people and resources we share on this our home planet. I do not support them. 
Respectfully submitted, 
Sister, Elizabeth Smoyer, SNDdeN

Trustee and Member of the Investment Committee 
Sisters of Notre Dame Base Communities Unit