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In response to a comment letter submitted to the SEC by the Business Roundtable suggesting that state law should permit companies to decide on whether to amend their corporate bylaws to provide for shareholder access, the executive directors of two pension funds, the State of Wisconsin Investment Board and the Washington State Investment Board firmly rejected that idea. The funds argued that the SEC should not permit companies to be exempted from a proposed rule that will give shareholders proxy access including nominating directors.

The State of Wisconsin Investment Board explained in its letter: ?Unless proxy access is adopted at a federal level, shareholders would continue to face restrictions on corporate governance.? Moreover, the fund noted that ?access to corporate proxy materials for long-term investors would address some of the problems surrounding director elections. Such access could significantly enhance the U.S. corporate governance model.?

In further support that all companies should comply with the proposed rule, Jonathan D. Urick, of the Council of Institutional Investors also submitted a comment letter saying that from ?a practical standpoint, leaving proxy access to Delaware and other states could result in a hodgepodge of standards that would differ from company to company and from state to state. This would be burdensome, costly and unnecessarily complex for investors.?

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