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Rule 14A-8 No-Action Letter

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Rule 14A-8 No-Action Letter UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4561 DIVISION OF CORPORATION FINANCE January 30, 2012 Stuart S. Moskowitz Senior Counsel International Business Machines Corporation Corporate Law Department One New Orchard Road, Mail Stop 329 Armonk, NY 10504 Re: International Business Machines Corporation Incoming letter dated December 13,2011 Dear Mr. Moskowitz: This is in response to your letter dated December 13,2011 concerning the shareholder proposal submitted to IBM by Peter W. Lindner. We also have received a letter from the proponent dated January 17,2012. Copies of all ofthe correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfinlcf-noactionlI4a-S.shtml. For your reference, a brief discussion of the Division's infonnal procedures regarding shareholder proposals is also available at the same website address. Sincerely, TedYu Senior Special Counsel Enclosure cc: Peter W. Lindner *** FISMA & OMB Memorandum M-07-16 *** January 30,2012 Response of the Office of Chief Counsel Division of Corporation Finance Re: International Business Machines Corporation Incoming letter dated December 13,2011 The submission relates to electronically stored information and other matters. We note that it is unclear whether the submission is a proposal made under rule 14a-8 or is a proposal to be presented at the annual meeting, a matter we do not address. To the extent that the submission involves a rule 14a-8 issue, there appears to be some basis for your view that IBM may exclude the proposal under rule 14a-8(e)(2) because IBM received it after the deadline for submitting proposals. Accordingly, we will not recommend enforcement action to the Commission ifIBM omits the proposal from its proxy materials in reliance on rule 14a-8(e )(2). In reaching this position, we have not found it necessary to address the alternative basis for omission ofthe proposal upon which IBM relies. Sincerely, Bryan J. Pitko Attorney-Advisor DIVISION OF CORPORATION FINANCE INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS The Division of Corporation Finance believes that its responsibility wit~ respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to_ recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division's staffc.onsiders the information furnished to it by the Company in support ofits intention to exclude the proposals from the Company's proxy materials, a<; well as any information furnished by the proponent or the proponent's representative. Although Rule 14a-8(k) does not require any communications from shareholders to the CommiSSIon's staff, the staff will always consider information concerning alleged violations of the statutes administered by the Commission, including argument as to whether or not activities proposed to be taken would be violative ofthe statute orrule involved. The receipt by the staff of such information, however, should not be construed as changing the staffs informal procedures and proxy review into a formal or adversary procedure. It is important to note that the staffs and Commission's no-action responses to Rule 14a-8G) submissio!1S reflect only inforni.al views. The determinations· reached in these no­ action letters do not and cannot adjudicate the merits ofa company's position with respect to the proposal. Only a court such as a U.S. District Court can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordingly a discretiomiry determination not to recommend or take Commission enforcement action, does not preclude a proponent, or any shareholder ofa·company, from pursuing any rights he or she may have against the company in court, should the management omit the proposal from the company's proxy material. Tuesday, January 17, 201212:06 PM United States Securities and Exchange Commission (SEC) Office of Chief Counsel Division of Corporation Finance 100 F. Street, N .E. Washington, DC 20549 RE: IBM rejecting a Shareholder Proposal and not revealing DVD Dear Chief Counsel: This is in reply to a single word in Stuart S. Moskowitz, Esq., IBM's Senior Counsel's letter to the SEC. In it is the strange word "disgruntled" which appears 4 times, with 3 in a footnote on page 6. "Many years and multiple litigations have occurred since the Proponent's termination, but the Proponent remains disgruntled with IBM, and continues to employ the stockholder proposal process to advance his personal agenda which has not succeeded in the courts." [Page 5 of 131, Regarding: "Rule 14a-8(e)(2) , Rule 14a-8(i)(4)"] http://www .sec.gov/divisions/corpfinlcf-noactionlI4a-8/20 Il1peterlindner121311-14a8- incoming.pdf It should not matter whether I'm disgruntled or not, anymore than it matters if a mob !Mafia member is disgruntled or whether George Washington was a disgruntled former British subject of the Crown or Martin Luther King and Rosa Parks were disgruntled patrons of the Woolworth Lunch Counter and the bus company (respectively). What matters is whether they are telling the truth. Or is the SEC agreeing with IBM that if an affected employee is angry, that invalidates his claim for any truth? Thus, I ask IBM to answer in person, in front of a federal Law Enforcement Officer whether what I say is true or false, since a lie in front of a federal Law Enforcement Officer is a felony, I believe. I also ask that the underlying documents be released immediately. And also: when I ask! that IBM release all Electronically Stored Information (ESI) / Email in EEOC cases not only for federal but also for State and local cases, it clearly is not my "personal agenda", but would affect thousands of litigants!lawsuits against IBM, and perhaps set a precedent for all Fortune 500 Companies to obey the federal law PRCP 26 on providing Electronically Stored Information to opponents. I assert that IBM has evaded and avoided this, by blandly saying "We will not repeat here all of the details of his claimed grievances, which are set forth in the variety of correspondences he has sent to IBM and the Staff, in connection with both the instant no-action letter request and our prior requests relating to the Proponent" [ibid.]. On the contrary, they should list each of my claims, and personally certify whether it is true or not, or whether they've investigated this or not. Please recall that President Nixon called Watergate a 3rd rate burglarl, and that King George decided to reduce the tea tax to 1 cent, to show that he had the power to tax without representation. In both cases, 1 In my Shareholder Proposal, I ask for ESI to be released in federal cases, which is the law, and IBM should affIrm it, and follow it, just like it afftrms and follows that Black or Jews will be treated equally. 2 "Ronald Ziegler, 63, who as President Richard M. Nixon's press secretary at fIrst described the Watergate break-in as a "third­ rate burglary"" http://www.washingtonpost.comlwp-srv/onpolitics/watergate/chronology.htm 1 they were wrong, and it was "too little, too late." And today, a Japanese group is examining whether the Japanese Government lied about the nuclear disaster following the Tsunami.3 We should not blandly trust the assurances of the offending party (Nixon, King George, the Japanese regulators/government). I strongly suggest that mM has lied to its Shareholders, hid the April 2011 Shareholder's Meeting transcript (claiming that the SEC has not asked for it - see mM's response in 11 cv8365 Lindner v Court Security Officer Newell, et aT), pretended that it was too expensive to release said video/transcript (when mM spent more money to edit the transcript and then release it on the web, thus clearly lying to The Court, which is a violation of NY Judiciary §487 on "intent to deceive" any Court in NY State), and did many other things which are cited in my "grievances, which are set forth in the variety of correspondences" to use the weasel words of the mM lawyer. To use the Declaration of Independence as an example, for both my case and John Hancock's case rely on a list of "grievances" which may have been true or false or may have been perfectly legal, the King of England should have responded point by point as to whether what was done was legal or not, or whether it was true or not, or whether it will continue to be done that way, or not. If I can be so academic / historical as to cite the beginning portion of the Declaration of Independence in a point-counterpoint comparison: 1. "He [King George] has refused his Assent to Laws, the most wholesome and necessary for the public good. 2. He has forbidden his Governors to pass Laws of immediate and pressing importance, unless suspended in their operation till his Assent should be obtained; and when so suspended, he has utterly neglected to attend to them. 3. He has refused to pass other Laws for the accommodation of large districts of people, unless those people would relinquish the right of Representation in the Legislature, a right inestimable to them and formidable to tyrants only. 4. He has called together legislative bodies at places unusual, uncomfortable, and distant from the depository of their public Records, for the sole purpose of fatiguing them into compliance with his measures." http://www.archives.gov/exhibits/charters/declaration transcript.html So, I assert that (corresponding to the above numbering): 1.
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