Subject: File No. S7-23-19
From: Caedmon Bear

February 3, 2020

To whom it may concern:

I'm writing to express my concern that your proposed updates to rule 14a-8 will make it more difficult for shareholders to express their power and ability to make meaningful changes in the corporations they own.

Shareholder resolutions are an important way for us to engage and effect meaningful changes on important issues that affect not only the profitability of companies we own but the health and welfare of our communities.

I urge you to keep Rule 14a-8 as currently written without the proposed amendments.