S7-22-19 Letter Type A
The following Letter Type A, or variations thereof, was submitted by individuals or entities.
Dear SEC officials,
In recent years, CEO and other managers in big public companies are becoming increasingly entrenched on average across big public companies. This can be seen from increasingly unequal pay for top management versus other firm employees, an increased level of empire building (mergers and acquisitions with poor returns), and increasingly used dual-class stock structures. It's my opinion that while many of these executes are brilliant and capable, too much power has shifted away from the owners of big public firms (shareholders) and other stakeholders and towards management. We need more checks on management power.
One check on management power, although not the most effective, are proxy voting advice firms. These firms are currently able to act as a check on management's power by advising shareholders to vote against management when they deem that changes need to be made. This newly proposed rule essentially eliminates this check on management, by forcing these proxy voting advice firms to submit their proposals to management first, and opening them up to being sued if management does not like their advice.
These rules further entrench management and deeply undermine shareholder votes. Imagine if I wanted to say "vote against the current politician," I had to first submit my proposal to the current politician in power and I would open myself to fraud lawsuits if the politician didn't like what I said. This is not a legitimate voting system, it's a sham. This voting system obviously helps entrench the sitting politician and eliminates checks on his/her power. This is essentially what this rule does with shareholder votes.
In summary, I strongly oppose this new rule.