From: paul [paul@thorntonmotion.com]
Sent: Friday, June 13, 2003 4:11 PM
To: rule-comments@sec.gov
Subject: S7-10-03


      Comments on S7-10-03 (Possible Changes to Proxy Rules)


      Dear Sir or Madam,

      Several years ago, well before the recent war with Iraq, one
      CEO joked that the formal part of his annual meeting would
      be conducted under the "Saddam Hussein rules of order." 
      I do not believe he would repeat this joke today.  However, 
      it is my experience that there is more than a grain of truth
      to the joke.

      If you wish to "improve corporate democracy," the SEC needs
      to step out of the way of the free speech of shareholders.
      Present SEC regulations severely limit the speech of
      individual shareholders.  With the advent of the Web, freedom
      of speech of shareholders can be protected without adding any
      burden on the company.

      Let the Web become a tool for corporate democracy.

      I have submitted both 14(a)(8) and non 14(a)(8) shareholder
      motions at the Tribune Company and I regularly attend several
      other annual meetings.  I would like to suggest some changes
      to the proxy rules.  

          
      SHAREHOLDER PROPOSALS

      1)  SEC regulation should explicitly allow shareholders to
          include a URL in their proposal and the SEC should declare
          that it will not regulate Web site content.  If the Chicago
          Tribune, a Tribune Company newspaper, wanted to editorialize
          against a Tribune Company shareholder proposal, the SEC
          would not interfere.  How can the SEC legally determine if
          a newspaper editorial is "false or misleading?"

          Shareholder Web sites should enjoy the same First Amendment
          rights as any editorial page.  If a company believes a Web
          site has "false or misleading" information it is free to
          correct the record on its Web site or at the annual meeting.

          Some shareholder proposals can be political speech, such as
          those concerning global warming.  Therefore, they have the
          greatest First Amendment protection.  

      2)  The SEC should explicitly delineate between "soliciting
          proxies" and asking shareholders to vote for a proposal.
          There should be no reporting requirements when a proponent
          asks for a shareholder's vote rather than the right to
          vote for the shareholder.  If the Chicago Tribune's
          editorial page advocated that Tribune shareholders vote
          for a shareholder proposal would that be soliciting?  Was
          the Chicago Tribune's extensive and positive coverage of
          the proposed merger of the Tribune Company and the Times
          Mirror subject to SEC review?

          Some interpretations of proxy rules imply that a shareholder
          can submit a proposal but can not even suggest that other
          shareholders vote for it, except inside the 500 word formal
          proposal.  There is no democracy if shareholders can not
          talk to each other about voting without SEC intervention.

      SHAREHOLDER DIRECTOR NOMINATIONS

      1)  The SEC should facilitate, instead of inhibit, the nomination
          of truly independent candidates for director.  If nominees
          meet state and corporate by-law requirements they should be
          able to run without onerous SEC reporting requirements.

          I successfully nominated myself for election to a board and
          had to withdraw after I consulted with the SEC.  I was told
          I could not even speak at the annual meeting without being
          subject to SEC reporting.  The SEC staff member refused to
          state what specific reporting was required. Dissatisfied
          shareholders will never have an alternative to voting
          "withhold," if independent candidates do not run for
          election to the board.

      2)  The SEC should require companies to allow write-in director 
          candidates on their proxy material.  The company would only
          be required to include two items on the proxy for each
          write-in nominee--the URL sponsored by the  write-in
          candidate and a voting number.  The voting number would be
          assigned by the company just as voting numbers are presently
          assigned to company nominees.  Shareholders could vote for
          a write-in nominee in exactly the same fashion as they
          presently vote to withhold for an individual company nominee.
          They would simply write in the voting number on the proxy
          card.  The burden on the company would be very slight.  The
          write-in candidate voting structure is already in place.

          It would be the responsibility of the write-in nominee to
          present his or her case on the Web site.  The SEC could
          require that specific information be included on the Web
          site without limiting the candidate's freedom of speech.

          The only way that a shareholder can speak effectively on
          some issues is to run for director.

      CONCLUSION

      If the SEC wishes to "improve corporate democracy," it must
      first allow shareholders to speak freely and any regulation
      of individual shareholders should be limited and precisely
      defined in plain English.

      The Web can become a tool for corporate democracy by provided
      an open medium for shareholder speech and participation in
      the annual shareholder's meeting.

      Thank you for your consideration.

      Paul Tomasik
      605 N Williams
      Thornton, Il 60476

      paul@thorntonmotion.com