Jan. 31, 2020
January 31, 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 Exemptions from the Proxy Rules for Proxy Voting Advice (File No.: S7-22-19) and 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 a shareholder in numerous companies and I submit the following comments in response to the Securities and Exchange Commission's proposed rulemakings published in the federal register on December 4, 2019 (84 FR 66518 and 84 FR 66458). I am concerned the proposed changes would make it more difficult for ordinary consumer shareholders to file shareholder proposals. Our planet is warming, fast, and we are on the brink of mass extinction. We cannot waste time creating additional hurdles for shareholders to voice their opinions and solutions to climate change. The founding purpose of the Securities and Exchange Commission is to protect investors, yet the SEC's proposed rules will curtail the rights of investors, especially smaller investors, to raise issues of concern about business practices at the companies they own. Shareholder resolutions are a powerful way to encourage corporate responsibility and discourage practices that are unsustainable, unethical, and increase a company's exposure to legal and reputational risk. The first proposed rule not only dramatically increases the amount of shares investors must hold to file resolutions at their companies, it significantly increases the vote thresholds necessary for refiling, and creates numerous steps that make it more difficult for others to file resolutions on their behalf. The second proposed rule suppresses the voices of independent proxy advisory firms that make informed participation possible for small shareholders. The proposed rules are prejudicial and unnecessary, and we urge the SEC to withdraw them. Thank you for your help! Nathan Lind [redacted]