Jan. 16, 2020
To whom it may concern: I express my strong support for the proposed regulation of Proxy Advisors. The singular overarching object of every private sector for profit company is to satisfy its customers while generating a sustained and growing positive cash flow from operations. While a company exists to serve its customers’ needs, it requires capable hard-working people to achieve that objective. In fact, it is accurate to say that the most valuable asset a company has does not appear on its balance sheet – it is the company’s people. Further, to realize the singular overarching objective requires, in addition to capable dedicated employees, a viable community where the company operates and in which its people and their families live. Finally, a company needs access capital. To do so, a company must provide an attractive return to its shareholders and keep them appropriately informed. My experience with ISI and Glass-Lewis is that both Proxy Advisory firms engage in essentially duplicitous and unethical practices. For example, in exchange for ‘endorsing’ an SEC filer’s 10-Q or 10-K report contents, they often request to be engaged, for a not-insignificant fee, as the filer’s proxy advisor. Thus, Proxy Advisors are not only redundant, they are guilty of a very unethical conflict of interest. It is not uncommon for ISI and Glass Lewis to demand, in addition to the already obvious need for sustained advancement of shareholder value, that the company pursue other objectives, such as reduction of CO2 emissions, or gender, ethnicity, race and sexual orientation equity, even though such goals are already mandated by one or more other bodies of mandatory regulation. Reigning in Proxy Advisors’ demonstrably exaggerated self-assigned importance is long overdue. The proposed SEC regulations are appropriately and reasonable measures to advance that purpose. Respectfully, John M. Fluke, Jr. John M. Fluke, Jr. Chairman Fluke Capital Management, LP 7683 SW 27th Street, Suite 430 Mercer Island, WA 98040 [redacted]