Subject: File No. S7-31-10
From: Clifton Halladay
Affiliation: Student

December 15, 2010

I appreciate the opportunity to comment on the proposed amendments to the Dodd-Frank Act regarding shareholder approval of executive compensation and golden parachute compensation. While the spirit of this proposed rule is indeed well founded in that it aims to protect shareholders from excessive and reckless compensation packages, this proposed rule is flawed in that it provides an undue burden on a vast majority of companies that should only involve a very limited few. Most companies are unaffected by golden parachutes and excessive executive compensation, thus placing undue burden in requiring shareholder approval. Furthermore, these proxy votes by shareholders will only create unjust opportunity to punish management in a reactionary and sometimes emotional way. This will cause executives to consistently strive for short-term oriented strategies to maintain popularity with shareholders, thus jeopardizing the long-term strategy of management. In addition, companies formulate and negotiate executive compensation packages to bring the best and most effective leadership to the company itself. These packages are tailored to meet the goals of the company directed by the board and offer incentive for individuals to lead companies that are in less than desirable positions. To remove these incentive packages or to consistently change these packages would be imprudent to motivate and seek proper change. Therefore, based upon these points, executive compensation should be addressed by the company, not the shareholders.