Jan. 23, 2020
1/23/2020 The Honorable Jay Clayton Chairman Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Vanessa A. Countryman Secretary, Securities and Exchange Commission 100 F Street NE Washington, DC 20549-1090 Re: Comments on Proposed Amendments to Procedural Requirements and Resubmission Thresholds Under Exchange Act Rule 14a-8 (File No: S7-23-19) Dear Chairman Clayton and Secretary Countryman: I am writing to oppose proposed amendments to procedural requirements and resubmission thresholds under Exchange Act Rule. This proposed rule will severely limit the rights of shareholders to engage with corporations. This rule change is unnecessary as Rule14a-8 of the Securities and Exchange Act already guides the shareholder proposal process and keeps frivolous proposals at bay. Rule14a-8 has worked for decades. There is no need to revise it. Amending the procedural requirements and resubmission thresholds will only undermine a corporate engagement process that has been of great value to both companies and investors like the Presbyterian Church (U.S.A.). The Committee on Mission Responsibility Through Investment (MRTI) of the Presbyterian Church (U.S.A.) was created almost 50 years ago to engage corporations on issues that promote the church’s mission goals and ethical values. Since then, MRTI has played a pivotal role in helping corporations mitigate longer-term emerging risks with the potential to negatively impact millions of people. Through shareholder engagement, MRTI, as well as other faith- and values-based investors, have been able to detect issues and present solutions that benefited hundreds of companies, the health of the environment, and the welfare of communities across the globe. As a pastor in the Presbyterian Church (U.S.A.), and more importantly, as a person passionate about working in every possible way to ensure a safe and secure world for all, the ability to engage with companies in which my assets are invested (including my retirement accounts and the funds which will pay my pension) is very important. I believe all investors should have open avenues to engage with the companies in which they are invested to seek better ends for the world, for all people, and for the companies themselves. This proposed change will only diminish the voice of small investors like the Presbyterian Church (U.S.A.) and hinder their ability to hold corporations accountable. I urge you to withdraw this rule immediately. Thank you, The Rev. Dr. Kendra Grams Hudson, WI