Feb. 06, 2019
Brent J. Fields Secretary, Securities and Exchange Commission 100 F St NE, Washington, D.C. 20549-1090 Comments Re: File No. 4-725: SEC Staff Roundtable on the Proxy Process Mr. Fields, I am a school bus driver who looks forward to a secure retirement someday with my pension that I earned through many years of working. My pension is through Kellogg’s where I worked as a factory worker prior to becoming a school bus driver. Pension plans have long been a promised benefit for work. Proxy advisory services like Glass Lewis and Institutional Investor Service (ISS) have pushed agendas prioritizing politics over fund profitability. For the sake of thousands of pensioners like myself, the SEC must exercise greater regulation and oversight of these advisory firms. The SEC should enact fiduciary responsibility guidelines that require these firms to prioritize investment returns and fund health over political beliefs. Retirement security is on the mind of every American. Pensions have been a benefit revered by public sector employees. While the stock market has experienced growth in recent years, pension plans continue to struggle to close their unfunded liabilities. ISS and Glass Lewis hold a disproportionate amount of power throughout the proxy process: they make recommendations for shareholder resolutions and they advise how shareholders should vote in those resolutions, which is often taken with blind faith by their clients, some of which are large public pension funds. Many of these recommendations are made based on ideological principles like environmental, social, or good governance (ESG) as opposed to what will generate positive returns for the shareholder or pensioner. Pension funds have no business engaging in ideological activist investing. They must instead prioritize investment decisions that will strengthen the fund. Greater transparency that ensures these proxy advisors disclose their conflicts of interest with the SEC will be critical for pensioners’ retirement security These firms’ outsized influence on shareholder resolutions and their outcome directly affects millions of pensioners. Through ERISA, private pensions like mine, are guaranteed to make investing decisions based on what will generate the greatest return. Public pensions are not under the same requirements and if proxy advisory firms, which public pension systems are clients of, are allowed to engage in the proxy process without full transparency of their conflicts, greater SEC oversight is necessary. Thank you for reviewing the practices of these proxy firms. I hope new policy can be enacted that increases transparency and oversight in this area. Thank you again for addressing this growing issue and taking into account my views. Sincerely, Carmen Zambrano