Subject: File No. S7-23-19
From: Patricia Martin

January 18, 2020

RE: File Number S7-23-19


Dear Mr. Clayton and members of the SEC,

Im a mother and grandmother worried about the rapidly accelerating impact of climate change on my children, grandchildren, and all children. As a member of Mothers Out Front, I urge you to withdraw changes to SEC Rule 14a-8.

I view the changes as hostile to the rights of shareholders and society at large. By restricting shareholders from submitting proposals related to director selection, compensation, etc. the SEC turns the relationship between shareholders and directors on its head.

The directors work for the shareholders and corporations rely heavily upon society for infrastructure and a healthy and educated workforce.

By changing this rule, the SEC will be protecting big corporations from accountability to their shareholders and stakeholders.

Please reject this proposed change. Thank you,

Patricia A. Martin
Rindge, NH