U.S. Chamber Lead Coalition Comments on SEC Proposed Rule Under Exchange Act Rule 14a-8

The undersigned organizations write to express our opposition to the rule proposal issued by the Securities and Exchange Commission (SEC) entitled “Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8”(Proposal). If adopted, the Proposal would weaken reforms to Rule 14a-8 that were finalized less than two years ago, empower outside parties that have little or no stake in public companies to pursue financially immaterial objectives, and render the “no-action” process under Rule 14a-8 useless in many cases.