03-11316. Notice of Solicitation of Public Views Regarding Possible Changes to the Proxy Rules

On April 14, 2003, the Commission issued Press Release No. 2003-46 announcing that it has directed the Division of Corporation Finance to formulate possible changes in the proxy rules and regulations and their interpretations regarding procedures for the election of corporate directors. As stated in that Press Release, this review will address the following topics:

• Shareholder proposals;
• The corporate director nomination process;
• Elections of directors;
• The solicitation of proxies for director elections;
• Contests for corporate control; and
• The disclosure and other requirements imposed on large shareholders and groups of shareholders.

As part of this process, the Commission has asked the Division to consult with all interested parties, including representatives of pension funds, shareholder advocacy groups, and representatives from the business and legal communities. The Commission has requested that the Division provide its recommendations to the Commission by July 15 of this year.

We solicit public views on the topics listed above to assist the Division in formulating its recommendations. We are not soliciting responses to or comments on a particular set of inquiries but will consider all communications received. Any proposed rulemaking on these topics that the Commission may determine to publish in the future will be subject to separate notice and comment procedures.

If you wish to send us your views, please submit them by hard copy or e-mail, but not by both methods on or before June 13, 2003. We strongly encourage electronic submissions. You may submit your written views electronically at the following electronic mail address: [e-mail]. We do not edit personal identifying information, such as names or electronic mail addresses, from electronic submissions so you should submit only information that you wish to make available publicly. Views communicated in hard copy should be submitted in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File No. S7-10-03. This file number should be included in the subject line if electronic mail is used. Hard copy submissions will be available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. Electronic submissions will be posted on the Commission's Internet Web site (http://www.sec.gov).

For additional information, please contact Lillian Cummins, Special Counsel, or Grace Lee, Special Counsel, at [phone], in the Division of Corporation Finance, U.S. Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549.

By the Commission.

Dated: May 1, 2003.

Margaret H. McFarland,

Deputy Secretary.