Subject: IAC 1/24 statement-guidance, rule 14a-8(), main street investors (s7-23-19)
From: William Kiefer

Feb. 13, 2020

To: Mr Clayton 
From: William Kiefer - contact info below 

1 - IAC 1/24/2020 misrepresentation example 
2 - ISS misrepresentation example 

Recommendation of the SEC Investor Advisory Committee (IAC)
Relating to SEC Guidance and Rule Proposals on Proxy Advisors and Shareholder Proposals 

(January 24, 2020), pp 12 


"Main Street investors would generally have to invest virtually their entire portfolio into one company (something we strongly discourage) to enjoy the same rights as Wall Street investors, or they would have to wait three years to catch up to them. 

Comment: IAC membership contains little if any main street member representation. The 1/24/2020 statement above is an over-statement employed to finesse the committee's guidance.   Furthermore, the IAC provides no footnote, supporting evidence, source or attribution       

Institutional Shareholder Services 

ISS: "Individual investors benefit from L/T value creation as a result of their work representing institutional investors" 

Comment: ISS provides no source/supporting evidence for this statement; again, used as a premise to finesse its market position and specious statement regarding L/T value creation 

I previously submitted a complaint - Jan 1st, 2020 - re private impact advisory & business group terminology: universal owner/stakeholder parallel equivalency to that of shareholders and the business judgement rule 

and by extension: 

its speciously posed fiduciary duty upon the SEC, the proxy process and shareholders alike 
functioning to: 

exploit a false equivalency upon the SEC, publicly traded corporations and shareholders 

private equity ESG impact marketing purposes and profit 

And institutional proxy share class voting rights on behalf of institutional/passive fund investors, 
fund managers and advisory services that must not be allowed to substitute activist agendas  
and its undue influence of global impact provider entities, partnered domestic Venture Philanthropies, accessing global impact bank funding (Lichtenstein) while simultaneously exploiting domestic 501c(3) tax codes 

William Kiefer 
Retired retail investor 40+ years 
File No S7-22-19/Exchange Rule 14a-8() 
Simply a simple-minded retired individual investor, of general capital formation interest and among many watching these matters