Fidelity Stock Selector Small Cap Fund
Jan. 30, 2020
January 30, 2020
Cynthia Lo Bessette, Esq.
Fidelity Management & Research Company
245 Summer Street
Boston, MA 02210
Re: Fidelity Stock Selector Small Cap Fund (f/k/a Fidelity Small Cap Independence Fund), a series of Fidelity Capital Trust (File No. 811-02841) — Omission of Shareholder Proposal Pursuant to Rule 14a-8
Dear Ms. Lo Bessette:
In a letter dated December 20, 2019, you advised the staff of the Division of Investment Management (the “Division”) that Fidelity Stock Selector Small Cap Fund (the “Fund”) plans to omit from proxy materials for the Fund’s upcoming shareholder meeting, scheduled to be held on or about May 20, 2020, a shareholder proposal (the “Proposal”) submitted to the Fund.
The Proposal requests that the Board of Trustees of the Fund implement certain procedures to prevent the Fund from holding investments in companies that, in the judgment of the Fund’s management, substantially contribute to genocide or crimes against humanity. The Fund argues that the Proposal may be excluded from the proxy statement, as permitted by Rule 14a-8(f)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), because the Fund is unable to confirm that the proponent (the “Proponent”) continues to be a shareholder of the Fund and has continuously held the requisite amount of Fund shares since submitting the Proposal, as required by Rule 14a-8(b)(1) under the Exchange Act, and because the Proponent has not responded to the Fund’s requests to provide additional holdings information.
Based on the information you provided, there appears to be a basis for your view that the Proposal may be excluded in reliance on Rule 14a-8(b)(1).
Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please feel free to contact me at (202) 551-6959.
/s/ Edward P. Bartz
Edward P. Bartz
cc: Bruce Seltzer