Subject: Proposed Rule on Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8; File Number S7-23-19
From: Jennifer Tomkins

Feb. 2, 2020

As an investor, I write to offer comments on the “Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice,” File Number S7-22-19. 
 I am concerned  that this proposal will give corporate management far too much power and influence in relation to shareholders and their interests and concerns. 

 Proxy advisory firms help investors meet their fiduciary responsibilities by providing research services to inform their proxy voting decisions.  By giving corporations prior information about these recommendations and thus enabling them to lobby against them, the new rules would promote undue management influence and weaken the powers and rights of shareholders.  I strongly oppose this because of its strong bias in favor of management 

Company executives and their lobbyists want to make it harder and more 
expensive for institutional investors to get the expert advice they need to 
hold management accountable. This will make it less likely that investors 
vote against management or vote at all. 

I don't believe that the research support the claim that proxy advisory firms excessively influence how institutional investors vote and I think it is really important that investors continue to be able to have access to independent research.  

Thank you for your consideration of these comments. 

Jennifer Tomkins 


94 Reed Ranch Road, 
TIBURON, CA 94920 

We live in capitalism; it seems inescapable. So did the divine right of kings... Ursula K LeGuin