Subject: File No. S7-23-19
From: Edward Woll, Jr., Esquire
Affiliation: Member of Massachusetts Bar Association

January 18, 2020

Comments on File Number S7-23-19 reference to Rule 14a-8

Dear Mr. Clayton and members of the SEC,

I am a grandfather worried about the rapidly accelerating impact of climate change on the future to be faced by my children, grandchildren, and all children. As an ordinary citizen, as an investor, and as a member of Mothers Out Front, I urge you to withdraw your proposed changes to SEC Rule 14a-8.

I believe that:

By changing this rule, the SEC will be protecting big corporations from answering to shareholders who want to express concern and demand transparency about corporations' roles and risks.

By changing this rule as proposed, you would be making it easier for corporations to avoid being held accountable by shareholders for the company's role in affecting climate change and permitting the company to deceive the public about those risks.

The proposed rule change creates barriers for me, as an investor, to make informed decisions and to have a voice in protecting our children and grandchildren.

Corporations need to hear the concerns of ordinary people like me.

Further:

I have removed companies in the fossil fuel industry from my investments.

I choose to allocate my investments this way because I am worried about the impact of climate change on my children and grandchildren, because I believe fossil fuel industry investments are bad long-term investments, are not sustainable, and pose risks that should be disclosed by them to all investors.

It is important for private investors like me to have our views known by any companies in which we invest.

Corporate actions and decisions not to disclose their impact on the climate have a big impact on investment decisions. Shareholder proposals are an important way for investors like me to have a voice and to make prudent investment decisions.

Please reject the proposed changes to protect individual shareholders, investors who are trying to make informed choices, and future generations who deserve a livable climate.

Thank you,

Edward Woll, Jr.