December 15, 2009
2nd attempt to comment, no acknowledgement rec'd
Comments attached
Robert D. Morse
212 Highland Ave.
Moorestown, NJ 08057-2717
PH: 856 235 1711
E-mail rdm1911@verizon.net
December 16, 2009
All 5 Commissioners
Securities Exchange Commission
Division of Corporate Finance
901 E Street
Washington, DC
Dear Commissioner:
Most of my correspondence has been carried on with your assistants in the past.
Now, it is necessary to come direct to the upper management of the S.E.C.
I am calling on each of you to agree it is time to abandon all of Rules of 1933, as
amended, and make them fair to shareowners who wish to present yearly Proposals in Company Proxies. They can then be re-written in a clear, paper saving manner in todays Financial World.
The list should contain the following, with no loopholes permitted:
FIRST: The word Against must be returned to the Vote For Directors column, as it is
elsewhere in the voting. WE SHAREOWNERS HAVE BEEN DENIED THE RIGHT OF
DISSENT, which is unconstitutional in the U.S of A.. This practice was started about Year
1975 and was quickly adopted as a Law in Company Bt-Laws and about 6 to 8, mostly
Mid-Eastern States of heavy registration of such. As you well know, this is dubbed Plurality
voting, which guarantees a Directors election, if only one FOR vote is received.
SECOND: 1-a No Proponent should be required to attend, as all information offered has been
printed in the Company Proxy, required by law, which mainly presents minimal information on how Management is paid by actions of the Directors.
REASONS : Management and Directors use Company funds to attend meetings and print the Proxies. Only the first 5 upper persons and the Directors need disclose their remuneration.
Large numbers of pages printed with two many graphs, and wordy explanations of Options Plans cost the company and shareowners needless expense.
THIRD: The shareowner must pay their own way, provide the lodging and meals, if away from
their area, and presently only allowed to present what is already available, in a measured time of about 3 minutes. I have been timed and once cut off the hand microphone without warning.
There is no time allotted to have questions from attendees answered, most who live nearby and
only come for the trinkets and snacks, as usual. The questions can be handled in the weeks prior to the meeting, using the Proponents published address. Some are now hiding such and requiring a request, another blocking trick. The S.E.C. ruled Someone may ask?
Continued on page Two
Page Two
FOURTH: Asking for proof of ownership for one year. Denied sending copy of corporations monthly report showing purchase, and current one showing same or more holdings. Yet, we
must interrupt the Brokers time to print and mail the same information. This is an insult to their integrity, and must be stopped, and a 14 day response needed, yet months prior to printing the Proxies. Most companies favor elimination of Certificates, now using as blocking.
FIFTH : Minimum of $2000.00 in equity- - No Problem
Requiring holding such stock until after the meeting. UNFAIR
as officials can do so at any time. using inside information to sell or buy at will,
THE ONLY requirement is to notify the S. E. C. within a few weeks or so
SIXTH: Disallowance of notice in Proxy that: If a shareowner signs but does not make a
choice, we will vote as we think best. This is stealing votes, as the owner may be
signing to prevent further solicitations, another cost of funds.
As with now in use by Company request, I am asking for definite answers whether or not you will start action to above within fourteen days of receipt, but allowing time for the Holidays.
Copies sent to all Commissioners
Wishing you well,
Robert D. Morse