September 8, 2007
Dear Chairman Cox:
Please do your part to preserve a critical tool for corporate accountability and investor protection: the nonbinding shareholder proposal.
Until now, shareholder proposals have helped to promote transparency, improve corporate governance and performance, and raise important issues pretaining to the public good. Investors have also brought visibility to important business risks that can have a profound impact on the value of shareholder investments.
I am concerned that questions raised by the SEC may lead to the restriction or elimination of shareholders' rights to propose advisory resolutions under Rule 14a-8. As an investor, I regard shareholder resolutions as a valuable tool for shareholders to make their voices heard about the direction of our companies.
The process for communication of shareholders' concerns should not be an optional one, but should be integrated into routine business practice; it should be a part of business.
I specifically oppose granting companies the ability to "opt out" of the shareholder resolution process, substituting electronic petitions or chat rooms for resolutions, or increasing the percentage vote required for resubmission in subsequent years.
It is to the credit of the SEC and our democratic system that small investors as well as large ones can participate in the existing resolution process. Many of the most critical corporate reforms of recent years have been promoted by these small individual and institutional investors. The current proxy rules have facilitated a rich and diverse dialogue on some of the most critical issues of our time, from climate change to excessive executive compensation. I urge you to keep these current rules in place.
The many corporate scandals of recent years have underlined the importance of more communication, more transparency, and more accountability - not less. Nonbinding shareholder resolutions have proven effective in holding companies accountable to their owners. I ask that the Commission safeguard, not undermine, their use.
Please let me know what action you intend to take on this issue.
Yours sincerely,
Nicholas Moschovakis