[Federal Register Volume 69, Number 29 (Thursday, February 12, 2004)]
[Proposed Rules]
[Page 6928]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-3107]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 240, 249, and 274

[Release Nos. 34-49211; IC-26348; File No. S7-19-03]


Security Holder Director Nominations

AGENCY: Securities and Exchange Commission.

ACTION: Notice of roundtable discussion; request for comment.

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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: [email protected]. 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.\1\ 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.
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    \1\ See Release No. 34-48626 (October 14, 2003) [68 FR 60784].

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    Dated: February 9, 2004.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-3107 Filed 2-11-04; 8:45 am]
BILLING CODE 8010-01-P