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

January 30, 2020

Dear Chairman Clayton and all SEC Commissioners,

I am reaching out to you regarding concern about proposed changes to SEC Rule 14a-8.

As an investor, mother, worker, environmentalist, and concerned citizen, I urge you to withdraw support for the proposed change to SEC Rule 14a-8. The proposed change will muzzle shareholders and give wider swath to large corporations at the expense of ordinary investors.

The proposed rule change will make it harder for shareholders to speak up in meetings. With the many challenges our modern society faces, first and foremost the continuing threat of climate change, the business community must hear from the wider community as we unite to address these global, pressing problems.

I believe it's essential that private investors like me, and others, have a voice in shareholder meetings. Every day, I am working hard with an organization called Mothers Out Front, which is mobilizing for a livable climate for our children, grandchildren, and future generations.

It is incumbent on you to resist attempts to silence voices of the people whose views are an important counter-balance to profit at any cost.

Please reject the proposed changes to SEC Rule 14a-8, File Number S7-23-19.

Diane Martin
Cambridge, MA 02140