To: Public File
From: David G. Nason
Counsel to Commissioner Atkins
Date: December 2, 2003
Re: File No. S7-19-03

On December 2, 2003, Commissioner Atkins and David Nason met with Ted White of Calpers to discuss the above-referenced matter.

The following general points were made by Mr. White:

  • The triggers can be detrimental to corporate democracy, but understand that they are probably a necessary reality at this stage of the process.

  • The triggers should be made more liberal to ease the shareholder community to utilize the mechanism.

  • There is not an expectation that the rule will be formally utilized for many companies in the next few years.

  • The Commission should consider a trigger that focuses on underperformance of a particular company.

  • Various other technical comments about the mechanics of the proposal.

He indicated that Calpers intended to provide detailed comments through the comment letter process.