Dear Chairman Atkins:

I am writing on behalf of the Council of Institutional Investors (CII). CII is a nonprofit,
nonpartisan association of United States (U.S.) public, corporate and union employee benefit
funds, other employee benefit plans, state, and local entities charged with investing public assets,
and foundations and endowments with combined assets under management of approximately $5
trillion. Our member funds include major long-term shareowners with a duty to protect the
retirement savings of millions of workers and their families, including public pension funds with
more than 15 million participants – true and real “Main Street” investors through their pension
funds. Our associate members include non-U.S. asset owners with more than $5 trillion in assets,
and a range of asset managers with more than $74 trillion in assets under management.[1]

We read with interest the Securities and Exchange Commission’s (SEC) “Statement Regarding
the Division of Corporation Finance’s Role in the Exchange Act Rule 14a-8 Process for the
Current Proxy Season” (Statement). [2] We recognize and appreciate the SEC’s “current resource and timing considerations following the lengthy government shutdown and the large volume of registration statements and other filings requiring prompt staff attention . . . .”[3] We, however, are concerned that the Statement could diminish the use of an important shareholder right that for decades has led to improvements in corporate governance that benefit long-term shareholder
value.[4] (more…)