Jan. 18, 2020
Secretary Vanessa Countryman Securities and Exchange Commission 100 F Street NE Washington, DC 20549-1090 Re: SEC - Docket Number - S7-22-19 Dear Secretary Countryman: As a retired union member, I am providing my thoughts on the proxy advisory process under review by the SEC. I have only recently become aware of the influence of these firms, and I do not know all the ways they may be directly or indirectly affecting my own investments. But I live on a fixed income, and I depend on good returns from my investments—so I am concerned with what will happen if proxy firms are not examined more carefully. Regardless, I believe it is important to stand by the broader principles of transparency and accountability. When someone works in a professional capacity to manage the funds of others, they have a lot of trust placed in them. That trust should be matched with basic due diligence and fiduciary responsibility. A manager of a fund should consider all of the variables, analyze the data, and determine which investing choices to make based only on what will return the most for the investor. If there are other factors they care about, such as social or political positions, those should be left out of the equation. I just think that’s commonsense. My understanding is that proxy advisory firms often make recommendations on factors with zero regard to returns, and that these may be implemented through means that are not the most transparent, like automatic voting procedures. I’ve always felt sunshine is the best disinfectant; the SEC should pull back the curtain and determine what is going on. Some reforms are likely needed. Thank you for considering greater reform of this industry and for taking my opinion into account. Sincerely, Jack Smith