Subject: File No. S7-23-19
From: Gail Liebhaber, M.Ed.

January 30, 2020

RE: File Number S7-23-19 Rule: 14a-8

Dear Mr. Clayton and all Commissioners of the SEC,

Im a 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 the proposed changes to SEC Rule 14a-8.

1-By changing this rule, the SEC will be protecting big corporations.

2-The proposed rule change creates barriers to protecting our children.

3-Corporations need to hear the concerns of ordinary people like me.

It is important for private investors like me to have our views known by the companies in which we invest.
Corporate actions have a big impact on climate, and shareholder proposals are an important way for investors like me to have a voice.

Please reject the proposed changes to Rule 14a-8.
Thank you,

Gail Liebhaber, M.Ed.

Cambridge MA02140