Jan. 7, 2020
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Rule Comments, The Honorable Jay Clayton Chairman Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Vanessa A. Countryman Secretary, Securities and Exchange Commission 100 F Street NE Washington, DC 20549-1090 Via Electronic Submission Re: Comments on Proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice (File No.: S7-22-19) and Proposed Amendments to Procedural Requirements and Resubmission Thresholds Under Exchange Act Rule 14a-8 (File No: S7-23-19) Dear Chairman Clayton and Secretary Countryman: Jeff Kranig, [redacted], submits the comments that follow to the Securities and Exchange Commission's proposed rulemakings published in the federal register on December 4, 2019 (84 FR 66518 and 84 FR 66458) concerning Proposed Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice and Proposed Amendments to Procedural Requirements and Resubmission Thresholds Under Exchange Act Rule 14a-8. I have paid attention to the SEC regulation of financial markets since I studied for an undergraduate degree in Finance that I received from the University of Notre Dame in 1991. Several law school courses such as Administrative Law and Business Organizations law (inclusive of SEC and Blue Skies compliance law and shareholders rights regulations and laws) provided me with a further enhanced, deep and broad understanding of all of the complexities and policy issues that pertain to SEC regulation of markets and shareholder's interests. As an investor, I have owned NASDAQ-traded stock and have owned several mutual funds in 401K and IRA accounts. I know the subject with sufficient proficiency that I have considered seeking employment at the SEC and have applied for regulatory-compliance related jobs at FINRA and CME. It is essential to judge the proposed rules by the standards required to determine the impact that they would have on the purpose of the Securities and Exchange Commission, the protection of all types of investors large and small with diverse interests, expectations, and concerns about the businesses that they own via shares of stock. Under that standard, it is clear that the SEC's proposed rules in files S7-22-19 and S7-23-19 would harmfully curtail the rights of a very substantial total quantity of investors and a significant percentage of investors. Research from Forbes.com recently estimated that as much as 1/3 of stocks were owned by small investors. (https://www.forbes.com/sites/richdaly/2015/05/06/small-investors-are-bigger-than-you-think/#57b73e9b6308) In this cases of these proposed rule changes, one proposal severely limits the ability of individual and smaller institutional investors like us to file shareholder resolutions at the companies in which they invest. The second suppresses the voices of independent proxy advisory firms who make informed participation possible for small shareholders. The proposed rules are prejudicial and unnecessary, and I most aggressively request that the SEC withdraw them. These proposed rules contain provisions that would fundamentally weaken and hamstring investors' rights to express their views by filing shareholder resolutions. These new rules would raise submission thresholds; unnecessarily and very frequently prevent innovative resolutions and create burdensome stringent requirements on shareholder proponents that rely on representatives to submit their proposals. The changes proposed undermine rules that have worked well for half a century. To best and most fairly protect the interests and rights of all investors, inclusive of the very large quantity of "small investors" that participate in stock ownership and deserve the practical effect of shareholder rights and protections equal to those of large investors, the SEC must withdraw these proposals. Thank you for your time. Jeff Kranig Elk Grove Village, Illinois JEFF KRANIG [redacted]