November 14, 2019
Dear SEC, I have never, ever, ever written a comment letter to the Commission. The fact that I have never done this before will quickly become apparent and I deeply appreciate the Commission's understanding of any errors in procedure on my part. I am against the proposal with the belief that the voices of small shareholders would be eliminated to the detriment of America's corporations. These various components of changes to Rule 14a would result more in making things more difficult to small shareholders and to quash my voice in the face of larger shareholders. This proposal is inappropriate and antithetical to what America stands for. I would like to comment on the proposal questions: 1. You should not amend Rule 14a-8 at this time. 2. The rules do not maintain a balance between shareholder longevity and company costs. The Commission might also seek to include ownership by family members in their balance equation; aren't I a more invested shareholder if my Dad or other members and I own shares, whether individually or jointly; perhaps what percentage of the shareholder's portfolio this position represents, evidenced through a shareholder affirmation? 3. The tiered approach is not appropriate. 4. A sufficient economic stake or interest is also clear if a group of related shareholders, say some members of a book club or a group of unrelated people (say, a bunch of adopted people united in their shared heritage of being foster children raised in different families), wish to propose an idea to the Company via a Shareholder proposal. 5. The proposed tiers and related financial holdings requirements are not appropriate given that the proposal would seem to result more to lockout small shareholders whose smaller holding may represent a greater percentage of their portfolio. Perhaps the proposal could be improved if the Commission were to set a tier for an investor having holdings of a greater amount than a smaller shareholders. For example, shareholders having general holdings (not company-specific) of above $1 Million would be required to comply with the tiered approach while shareholders having general holdings of only their direct retirement benefits of $1 Million or less would comply with the rule as it currently stands. 6. The Commission should not seek to increase the holding period required. That just serves to benefit large shareholders who can afford to purchase a large sum of shares and to make it harder for smaller shareholders to have their voices heard. 7. A drawback to the tiered approach with respect to the holding periods specifically is that the longer holding period would serve to make it harder, not easier, for a small shareholder to have their voices heard. They are a shareholder, just like the big guys. 8. You should not increase the dollar amounts over a tiered approach with different dollar amounts and holding periods. You should not implement the rule as proposed. If you felt compelled to do one things over the other, I would keep the dollar amount small and just use a dollar amount versus making everything complicated. 9. You should eliminate the percentage test. I do not see how that benefits an analysis of shareholders' economic stake. Having $1 in my pocket that I'll spend at your store doesn't mean that I am more important if my $1 represents 1% of the company or .0000002% of the company. Just eliminate it. 10.Don't use a percentage only test. If I own .000002% of your company and it is valued at $2,000, why should someone who owns 1% of your company valued at $2,000,000 get to have a voice and mine be squashed? 11. You should not limit the aggregation of holdings. 12. You should not limit the number of aggregated shareholders used to meet a threshold. That's just one more roadblock for small shareholders. If I have more than 5 people in my family and I want to co-sponsor a shareholder resolution with all members of my family (say, 10), am I forced to choose which five are most important to me? Why? 13. You should not mandate the requirement of a lead filer. Why designate a lead filer? If all my buddies in the book group want to have a voice, why should they have to designate me as the lead filer and themselves as the "Assistant" filers, or whatever they are called. If my book group buddies just don't want to designate a lead filer, why should they have to? And if they just forget or don't want to designate a lead filer (they are reading a BOOK for God's sake), doesn't that forgetfulness just serve to penalize my buddies? Frankly, isn't the whole proposal more about saying that one particular book (a certain tier of ownership) is better than a book that the person reading this comment might like (another tier)? I do not think that the number of proposals or the number of individual vs. co-sponsored proposals would increase and, if it was, that information is not relevant. 14. Other avenues that shareholders can use to communicate to management include writing a letter to management or calling them on the phone. Many times, those are ineffective. As a small shareholder, I have rarely gotten a response. 15. I believe that certain reaffirmations would be relevant. I believe it should be the company's responsibility to contact the shareholder and show proof of such contact within a certain time frame - say, within twelve months of the annual meeting. People do move. Reaffirmation of voting rights or ownership should not be required. They met it once; if management does not wish to hold an annual meeting, that decision might be used as a knife against various shareholder(s). Why? 16. Review of proposals that company's wish to exclude is appropriate. I think the current review folks are best at it and I do not see why the full Commission should have to or the States should have responsibility for it. Justice Frankfurter and president Roosevelt proposed the Act to Congress to override the States' differing securities laws, not to make everything diffuse. 17-21. You should not change any rules related to representative-shareholder relationships. I would expect that it would be highly dubious if a representative were to advance a proposal that is against the shareholders' wishes. Um, why would they do that? Maybe I am just too stupid to understand, but I couldn't conceive of why my buddy who was my representative would submit an idea that was disagreeable to me as the named shareholder. For real? 23-28. You should not advance the portion of the proposal that seeks to mandate a meeting between the shareholder and the company or mandate that the shareholder be willing to meet the company within x number of days. I work for a living; what if I cannot get the time off from by boss? Should I be mandated to choose between keeping my job or meeting with the company in which I have an ownership stake? 29-36. There is no benefit to the one person rule or limiting the number of proposals at each meeting. Instead, it penalizes people like myself who might own shares individually, but also jointly and my bro who also owns shares individually as well as jointly with me if both of us wish to advance individually a proposal based on both types of ownership. The Commission should require companies to disclose the number, reason(s) for exclusion and general subject of excluded proposals for the annual meeting. There is no reason you should limit the number of proposals per annual meeting - what benefit to me as a shareholder is there to NOT hearing a proposal someone may have. How would a company determine which proposals would be heard and which excluded? A company might use this to suggest that I get my proposal in before someone gets her proposal in if my proposal was more beneficial to the company, as a means to exclude shareholder activists and not embrace them. This is not appropriate. -- John Taylor