From: Andrew Randall [andrewrandall@earthlink.net] Sent: Monday, June 09, 2003 6:36 PM To: rule-comments@sec.gov Subject: (s7-10-03) Shareholder-nominated directors Dear Sirs, I am writing to petition the Securities and Exchange Commission to adopt comprehensive new rules under Section 14 of the Securities and Exchange Act of 1934 to permit shareholder-nominated director candidates to appear in the corporate proxy statement and proxy card. Granting institutional shareholders the ability to economically run independent candidates for boards of directors is a key response to both the broader corporate crisis and the specific longstanding problem of corporate boards ignoring investor concerns. Although state law permits shareholders to run director candidates, this fundamental shareholder right remains effectively unavailable so long as shareholders' nominees are denied equal access to the corporate proxy. As a result, incumbent directors can freely spend the corporate treasury to get re-elected while shareholders are forced to mount costly proxy contests that are difficult for particular investors to justify absent a battle for corporate control. We welcome the Commission's recent decision to review the proxy rules and regulations regarding procedures for the nomination and election of corporate directors, and urge the Commission to use this process to provide shareholders with equal access to the corporate proxy. In particular, we believe the formulation recommended in this petition will enable long-term shareholders to exercise our existing rights more effectively under state law and thereby restore democratic corporate elections, enhance board of director performance and accountability, and lessen investors' dependence on regulatory oversight. Yours faithfully, Andrew Randall 589 Tripoli Court Marco Island, FL 34145-3835 Tel: (239) 394-3138 Fax: (801) 315-9360 E-mail: andrewrandall@earthlink.net