Statement Regarding Court of Appeals Decision on Proxy Access

by

Meredith Cross

Director, Division of Corporation Finance
U.S. Securities and Exchange Commission

July 22, 2011

"We are disappointed by today's decision striking down a rule that made it easier for shareholders to nominate a candidate to a company's board of directors. We are considering our options going forward. We note that our rule allowing shareholders to submit proposals for proxy access at their companies, which we adopted at the same time, is unaffected by the court's decision."

http://www.sec.gov/news/speech/2011/spch072211mc.htm