December 12, 2019
Vanessa Countryman, Secretary Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-0609 Re: File Number S7-22-19 12/12/19 Dear Ms. Countryman: I appreciate that the SEC is allowing the public to comment on the new rule involving proxy advisory firms, I would like to contribute. I have spent the past eight years working in the private sector, and I am an active investor in my retirement. I build my investments in an effort to make for a comfortable retirement, and I focus my efforts on profitability and returns. This is how investing should take place. However, as I am sure you are aware, proxy advisory firms have been increasingly basing their investment around political motivations and their own personal and ideological views rather than their fiduciary duty. Some of the biggest shortfalls occur where the proxy advisory process firms are consultants to some of the biggest funds. Ultimately politics just don’t belong in the investments of retirees. The best performing companies, which are well regulated and conduct legal enterprise, are the ones where investments belong. It’s that simple. It has become a bigger problem in recent years because of a few aspects that, frankly, don’t seem to even measure up to the “good governance” standards proxy firms impose on everyone else. First of all, a few companies dominate the market. Those are further reinforced by robo-voting, resubmitted shareholder proposals, and specialty reports that put fund management in lockstep with proxy advisory firm views. Finally, they have almost no transparency and likely have serious conflicts of interest. I fully support the commission’s efforts to provide greater oversight over proxy advisor firms. Thank you for reviewing my comments. Respectfully, Matthew Narolewski