Feb. 3, 2020
Feb. 3, 2020 Hon. Jay Clayton Chairman U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: 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 Chairman Clayton, I am writing to express my Congregation’s opposition to the rules proposed by the Securities and Exchange Commission (SEC) on November 5, 2019. I am Sr. Regina McKillip, OP, the Peace and Justice Promoter and a member of the Dominican Sisters of Sinsinawa. We have been involved in shareholder advocacy since the 1980’s. We engage in shareholder advocacy because we see that as a way to be responsible consumers and stockholders. We believe it is important that our companies engage in ways that reflect our values of human dignity and care of creation. When we are concerned that our companies are acting in ways that hurt people and our planet we feel a responsibility to try and change their behavior. Shareholder advocacy is one way of doing that. The new proposed rules regarding shareholder advocacy will affect our ability to be responsible stockholders. There are two new proposals we are most concerned about. First, increasing the ownership threshold from $2,000 to $25,000 (for one year) will prevent us from participating to the degree we feel is important to fulfill our responsibility as stockholders. It not only will prevent us, but many other people who hold a small amount of stock. Therefore you are setting up a system where only the wealthy can participate. That is not our way. That is not what we are about as a country. Secondly, the increase for re-submission of proposals (3/6/10 to 5/15/25) will affect our ability to build support over time with other investors. As part of our responsibility as shareholders, we feel it is important to educate other investors regarding behavior of our companies. Having a modest re-submission threshold allows for the build-up of support as more and more investors become aware and educated on a particular issue. Think about climate change which is a good example of how shareholder resolutions have educated other investors so that more and more companies are responding to this crisis. For these reasons, we strongly urge the SEC to reconsider the proposed rule changes. Sincerely, Sr. Regina McKillip, OP Promoter of Peace and Justice Dominicans of Sinsinawa Reg McKillip, OP Sinsinawa Dominican Peace and Justice Office 2117 Monroe St. Madison, WI 53711 [redacted]