Subject: File Number S7-14-10

October 21, 2010

Dear Chairman Schapiro,

I am writing to express my concern that the U.S. Chamber of Commerce and the Business Roundtable are pressuring the SEC to rewrite the U.S. proxy system. These groups want companies to have greater control over proxy voting by shareholders.

I urge you to consider the interests of shareholders before making any changes to the existing proxy system that generally works well. Any rule changes must protect the voting preferences and privacy interests of shareholders, and must create a level playing field for proxy communications by shareholders and corporate management.

I want there to be nothing that dilutes the shareholders ability to act in their own interest or that diminishes their ability to protect their own voting preferences or that compromises their privacy.

David Flessner