Security Holder Director Nominations

AGENCY:

Securities and Exchange Commission.

ACTION:

Notice of roundtable discussion; request for comment.

SUMMARY:

On October 14, 2003, the Securities and Exchange Commission proposed rule amendments regarding security holder director nominations. Copies of the proposing release are available on the Commission's Web site at www.sec.gov. In connection with the proposed rule amendments, the Commission will host a roundtable discussion regarding the issues raised and questions posed in the proposing release. The roundtable discussion will take place in the William O. Douglas Room of the Commission's headquarters at 450 Fifth Street, NW., Washington, DC on March 10, 2004, from 9 a.m. to 5:15 p.m. The public is invited to observe the roundtable discussion. Seating will be available on a first-come, first-served basis. The roundtable discussion also will be available via webcast on the Commission's Web site at www.sec.gov. The final agenda and list of participants will be published in a press release prior to the roundtable discussion.

DATES:

The roundtable discussion will take place on March 10, 2004. The Commission will accept comments regarding issues addressed in the roundtable discussion and otherwise regarding the proposed rule amendments from March 10, 2004 until March 31, 2004.

ADDRESSES:

Any comments should be sent by one method—U.S. mail or electronic mail—only. Comments should be submitted in triplicate to Jonathan G. Katz, Secretary, U.S. Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. Comments also may be submitted electronically at the following e-mail address: rule-comments@sec.gov. All comment letters should refer to File No. S7-19-03. This number should be included in the subject line if sent via electronic mail. Comment letters will be posted on the Commission's Web site at www.sec.gov. We do not edit personal information, such as names or electronic mail addresses, from comment letters. You should submit only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT:

Lillian C. Brown or Andrew Brady, Division of Corporation Finance, at (202) 824-5250, or, with regard to investment companies, John M. Faust, Division of Investment Management, at (202) 942-0721, U.S. Securities and Exchange Commission, 450 Fifth Street, NW., Washington DC 20549.

SUPPLEMENTARY INFORMATION:

The roundtable discussion will concern the Commission's proposed rule amendments regarding security holder director nominations. As more fully described in the proposing release, the proposals would, under certain circumstances, require companies to include in their proxy materials disclosure regarding security holder nominees for election as director. The proposed rules would not provide security holders with the right to nominate directors where prohibited by state law. Instead, the proposed rules would create a mechanism for disclosure regarding nominees of long-term security holders, or groups of long-term security holders, with significant holdings, to be included in company proxy materials where evidence suggests that the company has been unresponsive to security holder concerns as they relate to the proxy process. The proposed rules would enable security holders to engage in limited solicitations to form nominating security holder groups and engage in solicitations in support of their nominees without disseminating a proxy statement. The proposed rules also would establish the filing requirements under the Securities Exchange Act of 1934 for nominating security holders.