CtW Investment Group Urges SEC to Promptly Eliminate Broker Votes

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Thu Apr 17, 2008 11:15am EDT

WaMu Vote Shows Distorting Effects of Such Votes

WASHINGTON, April 17 /PRNewswire/ -- Today, in a letter to SEC Chairman
Christopher Cox, the CtW Investment Group urged prompt approval of a
longstanding NYSE proposal to eliminate uninstructed broker votes in all
director elections. CtW pointed to WaMu's annual meeting on Tuesday, where
Director-nominees James Stever and Charles Lillis failed to garner majority
shareholder votes, yet will be seated because broker votes were counted
towards their totals. 

"With rising levels of shareholder opposition to directors in uncontested
elections, it is essential that the SEC eliminate broker votes before
shareholders are disenfranchised yet again," said CtW Investment Group
Executive Director William Patterson. "Nearly eighteen months after the NYSE
proposal was submitted, we cannot understand why the SEC has not even put it
out for public comment."

Last year, calls for the SEC to act on the 2006 NYSE proposal increased after
CVS/Caremark Director Roger Headrick was re-elected only because of broker
votes (Mr. Headrick later resigned).

Since most brokers support management as a matter of policy, their ability to
exercise discretion over certain uninstructed client shares has been
criticized as "legalized ballot stuffing" by parties who don't share
investors' economic interests.



CtW Investment Group Letter:

Chairman Christopher Cox
Securities and Exchange Commission
100 F. Street, NE
Washington, DC 20549
April 17, 2008

Dear Chairman Cox:

As a result of the SEC's failure to act on the NYSE's proposal to eliminate
uninstructed broker votes in corporate director elections, such votes have now
disenfranchised shareholders at a major public company for the second year in
a row. On Tuesday, Washington Mutual director-nominees James Stever and
Charles Lillis failed to garner a majority shareholder vote, yet will be
seated because uninstructed broker votes were counted towards their totals. We
therefore write to urge the SEC to approve the NYSE's rule change proposal
promptly.

Since many brokers support management as a matter of policy, their ability to
exercise discretion over certain uninstructed client shares has been
criticized as "legalized ballot stuffing" by parties who don't share
investors' economic interests. Recognizing such concerns, in October 2006 the
NYSE proposed to eliminate such votes in director elections.

Nearly eighteen months have passed since that proposal was submitted, yet the
SEC has not even released it for public comment. We find this especially
puzzling since you indicated in testimony before the House Financial Services
Committee last June that the SEC would approve the proposal in time for this
year's proxy season. With rising levels of shareholder opposition to directors
in uncontested elections, it is essential that you take prompt action on this
matter before shareholders are disenfranchised yet again.

The CtW Investment Group works with pension funds sponsored by unions
affiliated with Change to Win, a federation representing nearly 6 million
North American workers, to enhance long-term shareholder value through active
ownership.

I have enclosed a copy of our letter to you from last June, when we made a
similar appeal after this same scenario played out at last year's CVS/Caremark
annual meeting. If we can be of assistance, please contact my colleague
Brishen Rogers at 202-721-6049.

Sincerely,

William B. Patterson
Executive Director

CC: Commissioner Paul S. Atkins
Commissioner Kathleen L. Casey
Dr. Erik R. Sirri - Director, Division of Trading and Markets



SOURCE  CtW Investment Group

Brishen Rogers of CtW Investment Group, +1-202-721-6049
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