Subject: File Number S7-23-19
From: Janet Sherman

Jan. 30, 2020


Vanessa Countryman,
American investors and the public want more accountability from corporate CEOs, not less. I worked for a major, publicly held corporation that TWICE went bankrupt because of a CEO who hid financial realities from the Board fo DIrectors and shareholders.
I am opposed to the proposed rule because it would make it harder to file shareholder resolutions by increasing the ownership stake needed in order to do so by ten fold. It would also increase the percentage of support a proposal would need to garner from shareholders in order to be refiled so it can gain support over time.
Shareholder resolutions have been used for decades to push for better corporate governance and to advance important goals like gender and racial equity and protecting the environment that impact both firms performance and the wider world. 
The SEC is tasked with protecting American investors and should be encouraging a robust system of checks and balances between the owners of corporate wealth and companies’ management, and ensuring protection of the process for providing shareholder input, regardless of the shareholder’s volume of ownership. These new rules would make it harder for investors to raise emerging issues with managers, meaning that it would halt progress toward addressing critical issues impacting companies and our communities over the long term.
This new set of rules should not be advanced. 
Thank you for your consideration.
Janet Sherman