From: Eliot Cohen [ecohen@aya.yale.edu] Sent: Friday, May 09, 2003 3:30 AM To: rule-comments@sec.gov Subject: (s7-10-03) Proxy rules Dear Friends, As an individual investor, I wish to offer the following suggestions for improving the corporate election process: a.. Require companies to list all candidates for directorships that have filed with the SEC as candidates on the company ballot; b.. Count only votes cast by beneficial shareholders (no broker voting in director elections); c.. Prohibit use of company fund to campaign for any candidate; d.. Recognize the legitimacy of solicitation of proxy votes by means other than first class mail, including the Internet; e.. Prohibit companies from retaliating against shareholders, through, for example dilution, of shareholders on electoral matters. These changes would help create boards of directors that are truly representative of shareholders whose interests directors are legally obligated to protect. Thank you. Eliot Cohen Investor ++++++++++++++++++++++++++++++++++++ Eliot Cohen ecohen@aya.yale.edu