Subject: File No. S7-23-19
From: Charles Sloan

December 22, 2019

I am opposed to Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8. This clearly weakens ownership rights. It is trying to address a problem that doesn't exist. Ownership in a company changes over time, so new owners should be permitted to vote on a resolution even if it has failed in the past. There is already a problem with corporate governance and this resolution only makes it worse. Please reject this resolution. Please support shareholder rights.