From: Kurt Schacht [kschacht@wyser-pratte.com] Sent: Thursday, June 12, 2003 2:23 PM To: rule-comments@SEC.gov Subject: S7-10-03 I would like to added one further comment regarding the upcoming review of the proxy regulations by the SEC's Corporation Finance Division. You will likely be faced with finding a reasonable middle ground between the current "non-access" concern that shareholders can not, without great difficulty, advance director nominees and the controversial proposal to provide "open access" to an issuer's proxy for director nominees advanced by shareholders. I urge your strong consideration of an approach that would, at the very least, require SEC regulated issuers to present director candidates individually on the proxy and provided for a no vote or "opposed" option for proxy voters. This would allow shareholders to have a true impact on the seating of director candidates and eliminate the meaningless exercise of voting to withhold support. Faced with a majority of no votes on any particular nominee, the issuer would be required to advance a replacement candidate within some reasonable amount of time, e.g. six months. In order to ensure the board could continue to operate, the elected directors could appoint an interim replacement (not to include the director nominee rejected by proxy voters). This does not seem inconsistent with typical state law requirements for the election of directors or the filling of vacancies. Thank for the opportunity to comment. Kurt Schacht Wyser-Pratte Management Co. 410 Park Avenue Suite 1510 New York, NY 10022 kschacht@wyser-pratte.com 646 735 5075