Thank you, Christina [Maguire], for that introduction and congratulations on becoming President and CEO of the Society [for Corporate Governance] (the “Society”) this past January. I would like to start by recognizing Darla Stuckey, who retired in April [2023] and held leadership roles at the Society for nearly fourteen years, including her last eight as President and CEO. I had personally worked with Darla during her tenure and appreciated her efforts to advocate on behalf of the Society’s members. Darla led the Society’s efforts on numerous topics related to shareholders and corporate governance.

One of those topics is rule 14a-8 [1] and shareholder proposals, a subject on which many SEC commissioners have provided their views over the years and, indeed, decades. [2] Today, I will add my thoughts on rule 14a-8 to this already robust collection. [3] I have been involved with this rule to some degree during the near-entirety of my 17-plus years with the Commission. I recall the many discussions on shareholder proposals that I had with the late Marty Dunn when I served on the Commission’s executive staff in the mid-2000s. As you might expect, however, my remarks today will reflect my views as an individual Commissioner and not necessarily the views of the full Commission or my fellow Commissioners.

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