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Business Roundtable Statement on SEC Proxy Access Proposal

“This is an unprecedented preemption of state corporate law—the bedrock of corporate governance—that will turn the boards of more than 15,000 publicly-traded companies into political bodies and threaten their ability to function. The state of Delaware, for example, recently amended its corporate law to facilitate proxy access bylaw amendments by individual companies and their shareholders,” said John J. Castellani, President of Business Roundtable.

“At the same time, the potentially harmful consequences of proxy access must be considered. As CEOs of leading U.S. companies, we are concerned about these renewed attempts to allow special and disparate interests to sidetrack corporate boards, as well as the inevitable effect these attempts will have on the ability of management and boards to focus on the long term value creation for shareholders and employees,” he continued.

“Although the SEC has cast the proxy access proposal as an attempt to address the recent financial crisis, we do not believe there is any correlation between proxy access and the crisis. Accordingly, we support a holistic review to examine the root causes of the financial crisis including the creation of a bipartisan commission.”

“Business Roundtable urges careful examination of the SEC’s proposal by all interested parties in view of its preemption of state law and its potential to derail the ability of U.S. businesses to innovate, create jobs and build shareholder value.”

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