SEC Determines Agenda and Panelists for Security Holder Director Nominations Roundtable

FOR IMMEDIATE RELEASE
2004-27

Washington, D.C., Mar. 8, 2004 -- The Securities and Exchange Commission announced today the final agenda and participants for a roundtable on proxy access for shareholder nominations to company boards of directors. The "Security Holder Director Nominations Roundtable" scheduled for March 10, 2004, from 9:00 a.m. to 5:15 p.m., will address the rules proposed by the Commission on Oct. 14, 2003, relating to proxy disclosure of security holder director nominations. As more fully described in the proposing release, available at www.sec.gov, the proposals would, under certain circumstances, require companies to include in their proxy materials disclosure regarding security holder nominees for election as director.

The Roundtable will cover a number of topics, including (1) whether problems in the proxy process need to be addressed; (2) whether the proposed rules are a reasonable solution to those problems; (3) how the proposed rules would apply to companies and investors; (4) the impact of the proposed rules on retail and other investors; (5) federal and state law issues that may be raised by the proposed rules; and (6) how proxy voting mechanics might impact the proposed rules.

An agenda, briefing paper outlining issues to be addressed during the roundtable, and other related materials — including written statements submitted by participants — may be obtained through http://www.sec.gov/spotlight/dir-nominations.htm. Roundtable panelists will include:

• Warren L. Batts (National Association of Corporate Directors)
• Lucian Arye Bebchuk (Harvard Law School)
• J. Carter Beese, Jr. (Riggs Capital Partners)
• Richard C. Breeden (Richard C. Breeden & Co.)
• Peter C. Clapman (TIAA-CREF)
• John C. Coffee, Jr. (Columbia University Law School)
• Richard J. Daly (Automatic Data Processing Inc.)
• Evelyn Y. Davis (Highlights & Lowlights)
• Thomas J. Donohue (U.S. Chamber of Commerce)
• Charles M. Elson (University of Delaware)
• Jill E. Fisch (Fordham University School of Law)
• Les Greenberg (Committee of Concerned Shareholders)
• Joseph A. Grundfest (Stanford Law School)
• James E. Heard (Institutional Shareholder Services)
• David A. Katz (Wachtell, Lipton, Rosen & Katz)
• Randall S. Kroszner (Graduate School of Business, University of Chicago)
• Robert Todd Lang (Weil, Gotshal & Manges)
• Donald C. Langevoort (Georgetown University Law Center)
• Lance E. Lindblom (The Nathan Cummings Foundation)
• Martin Lipton (Wachtell, Lipton, Rosen & Katz)
• Ira M. Millstein (Weil, Gotshal & Manges)
• Nell Minow (The Corporate Library)
• Richard H. Moore (State of North Carolina)
• Denise L. Nappier (State of Connecticut)
• Paul M. Neuhauser (University of Iowa College of Law - retired)
• Steve Odland (AutoZone Inc.)
• Franklin D. Raines (Fannie Mae)
• Eric Roiter (Fidelity Management & Research Company)
• David S. Ruder (Northwestern University School of Law)
• Damon Silvers (AFL-CIO)
• Jeffrey A. Sonnenfeld (Yale University School of Management)
• Gregory P. Taxin (Glass, Lewis & Co.)
• E. Norman Veasey (Supreme Court of Delaware)
• Peter J. Wallison (American Enterprise Institute)
• Ted White (California Public Employees' Retirement System)
• Ralph V. Whitworth (Relational Investors, LLC; Apria Healthcare Group Inc.)
• John C. Wilcox (Georgeson Shareholder Communications Inc.)
• Susan Ellen Wolf (Schering-Plough Corporation)
• Ann Yerger (Council of Institutional Investors)

The Roundtable will take place in the William O. Douglas Room of the Commission's headquarters at 450 Fifth Street, N.W., Washington, D.C., and will be open to the public with seating on a first-come, first-served basis. Doors will open at 8:00 a.m. The visitors' entrance to the Commission's headquarters is located on Fifth Street, N.W. Visitors will be subject to security checks. Real time and archived webcasts will be accessible at http://www.sec.gov.

As the Commission announced on Feb. 9, 2004, the Commission will accept comments regarding issues addressed in the roundtable discussion and otherwise regarding the proposed rule amendments from March 10, 2004 until March 31, 2004.

For additional information, please contact Herb Perone or John Heine at (202) 942-0020.