Jan. 29, 2020
TO: SEC re Proposed Changes to Rule14a-8 FROM: Roger A. Cook, Riverside-Salem UCC/DC DATE: January 29, 2020 I’m writing in opposition to the SEC’s proposed change in stock ownership thresholds from $2000 for at least a year to higher threshold levels. Raising the threshold levels will make it virtually impossible for smaller investors like religious orders to offer shareholder resolutions that lift up social and environmental accountability issues at shareholder meetings. These resolutions have often changed corporate practices so they align with shareholder and public interests. If the higher thresholds are adopted, it is likely we will lose an important means of correcting harmful practices of large corporations. As a member of the faith community, I’ve personally been involved in two corporate accountability actions that served shareholder and public interests. The first action occurred in early 1980s when the Ecumenical Task Force of the Niagara Frontier challenged Occidental Chemical’s refusal to negotiate a fair resolution of the harm that its environmental practices had caused to the residents of the Love Canal neighborhood in Niagara Falls, New York. By its refusal to accept financial responsibility for the containment and detoxification of the 22,000 tons of chemicals at the site, the company was jeopardizing the health and safety of Niagara Falls residents and all who lived downstream of this toxic waste dump. Further, by refusing to fairly compensate and monitor the health of the 700 families who had been exposed to those chemicals, Occidental Chemical and its major investor and chairman of its board, Armand Hammer, were using its corporate power to evade responsibility for making whole the well-being of the victims of its irresponsible practices. In response to Occidental’s malfeasance at Love Canal, the Ecumenical Task Force joined the Franciscan Sisters (OSF) and the Interfaith Center for Corporate Responsibility (ICCR) to offer a resolution calling of the company to accept responsibility for containing the toxic chemicals at the site, for relocating the families in that neighborhood, paying into a fund to monitor the health of the residents and fairly compensating the residents for medical treatment. In response, Armand Hammer, through his attorney, Louis Nizer, asked for a meeting with representatives of the Ecumenical Task Force, the Franciscan sisters, and ICCR. We met with Nizer who offered a substitute resolution which he claimed would achieve our goals. We disagreed and Franciscan sister, Joan Malone, OSF, attended Occidental’s annual meeting, made possible by her order’s investment in the company. When she attempted to offer our resolution which called on Occidental to accept responsibility for its harmful practices at Love Canal, Armand Hammer shut off her microphone and ejected her from the meeting. Though the shareholder resolution was therefore rejected, the adverse publicity contributed to a court settlement of the case in which Occidental agreed to pay for the costs of containment of the site and for a health monitoring and compensation program for the victims of the Love Canal neighborhood. The second corporate responsibility case I was involved in was through the Western New York Coalition for Environmental Justice, a group comprised of local faith, community and labor leaders dedicated to representing the interests of workers who were victims of abuses of corporate power, such as unfair wages, failure to ensure labor standards, bad-faith bargaining and plant closures. In the mid-2000s, New Era Cap, a long-time local Western N.Y. manufacturer of high-end caps and other clothing apparel for major league sports teams, announced it was cutting jobs and moving a large portion of its operations to Alabama to cut costs. The Coalition for Economic Justice (CEJ) joined the union representing the workers, the Communication Workers of America (CWA), in an effort to retain the local jobs. Because New Era Cap manufactured high-end clothing sports apparel for the Titlist Corporation, and the union held shares in that company, a group of New Era workers and faith community members of CEJ called on Titlist to suspend its contract with New Era. In response to a pending shareholder resolution supporting the New Era workers, Titlist management agreed to meet with a CEJ-union delegation at its Chicago offices. Our delegation bused to Chicago, where we sat down with Titlist executive officers. The officers agreed to communicate to New Era its desire to see a settlement of the labor dispute. Titlist’s intervention contributed to an amicable settlement of the dispute—New Era agreed to maintain its Western N.Y. workforce and to expand operations at its local facility. I believe these local histories serve as examples of how small investors using investments to speak to issues of social justice can have a positive impact on corporate polices. These are but two examples of scores of small-investor shareholder resolutions that have positively influenced corporate policy to represent the interests of shareholders and the public. As Co-Chair of the Board of Riverside-Salem United Church of Christ/Disciples of Christ who has actively represented our congregation in community-based shareholder resolutions, I would respectfully ask the SEC to maintain its $2000 threshold to make it possible for us to participate in corporate decision-making.