Subject: File No. S7-22-19
From: Susan Johnston

January 30, 2020

Dear Mr. Clayton and all members of the SEC,

I write to you as a grandmother worried about the rapidly accelerating impact of climate change on my grandchildren and all children. As member of Mothers Out Front, I urge you to withdraw the proposed changes to SEC Rule 14a-8.

I cannot understand that, in the face of rapid climate change and the clear urgency to act quickly to change our reliance on fossil fuels, you would actually attempt to take moves to make it more difficult for share holders like me and my husband to support shareholder resolutions to instruct that money go in the direction of sustainable energy.

We recently found that the funds that were going into our 529 plans for our grandchildren were supporting boards that were in denial about the urgency to take action toward ending our dependency upon fossil fuels. Our choice will be to abandon these funds or to find a way to make it known that this practice is one that must be open to change.

We choose our investments this way because we are worried about the impact of climate change on our children/grandchildren.

It is important for private investors like us to have our views known by the companies in which we invest. Your proposed rule changes would make it even more difficult than now for our voices to be heard.

Please reject the proposed changes to Rule 14a-8.

Thank you,

Mrs. Susan Y. Johnston
North Andover, MA