File No. S7-19-03From: Pilcher, Greg [GPILCHER@KMG.com]
Sent: Monday, November 17, 2003 9:05 AM
To: rule-comments@sec.gov
Cc: gpilcher@cox.net
Subject: File No. S7-19-03

Dear SEC:

Please note that I oppose the SEC proposal regarding shareholder access to 
proxy statements for a host of reasons.  Most significantly, numerous changes
prompted and/or required by the Sarbanes-Oxley Act, new SEC rules, and 
recently promulgated changes to the NYSE’s listing standards should be given 
time to work before adding further requirements.  Indeed, the already-adopted 
rules changes were intended to make boards more independent and accountable, 
possibly obviating the need for further tinkering.  It is premature at this 
stage to add further unproven rules, especially given that the proposal will 
add yet another additional layer of costs to be borne by shareholders as 
companies seek to comply with another new requirement. 

Further, I believe a contested election is not the best way to select qualified 
board members.  Such elections can impair the collegiality necessary for a board 
to function effectively.  An independent governance committee is best suited to 
select qualified directors with the unique mix of skills and experience necessary 
for any particular board.

Sincerely,

Gregory F. Pilcher



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