Altria Group Inc
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4561 (iDIVISION OF CORPORATION FINANCE April 2, 2010 Louana O. Heuhsen Vice President and Associate General Counsel AltraGroup, Inc. 6601 West Broad Street Richmond, VA 23230 Re: Altra Group, Inc. Incoming letter dated March 30, 2010 Dear Ms. Heuhsen: This is in response to your letter dated March 30,2010 concernng the shareholder proposal submitted tô Altra by Chrs Rossi. We also have received letters on the proponent's behalf dated March 30,2010, March 31,2010, and April 1, 2010. Our response is attached to the enclosed photocopy of your correspondence. By doing this, we avoid having to recite or summarze the facts set forth in the correspondence. Copies of all of the correspondence also wil be provided to the proponent. In connection with this matter, your attention is directed to the enclosure, which sets fort a brief díscussion of the Division's informal procedures regarding shareholder proposals. Sincerely, Heather L. Maples Senior Special Counsel Enclosures cc: John Chevedden *** FISMA & OMB Memorandum M-07-16 *** April 2, 2010 Response of the Offce of Chief Counsel Division of Corporation Finance Re: Altra Group, Inc. Incoming letter dated March 30, 2010 The proposal relates to acting by written consent. There appears to be some basis for your view that Altra may exclude the proposal under rule 14a-8(e)(2) because Altra received it after the deadline for submitting proposals. We note in paricular your representation that Altra had not received the proposal as of March 30, 2010 and that the e-mail address apparently used for delivery is the inactive e-mail address of the company's former corporate secretary. Accordingly, we wil not recommend enforcement action to the Commission if Altra omits the proposal from its proxy materials in reliance on rule 14a-8( e )(2). In reaching this position, we have not found it necessar to address the alternative basis for omission upon which Altria relies. We note that Altria did not file its statement of objections to including the proposal in its proxy materials at least 80 calendar days before the date on which it wil file definitive proxy materials as required by rule l4a-8G)(1). Noting the circumstances ofthe delay, we grant Altria's request that the 80-day requirement be waived. Sincerely, Charles K won Special Counsel DIVISION OF CORPORATION FINANCE INFORMAL PROCEDURES REGARING SHARHOLDER PROPOSALS The Division of Corporation Finance believes that its responsibility with 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 paricular matter to recomm~nd enforcement action to the Commission: In connection with under Rule 14a-8, the Division's staff considers the information furnsheda shareholderto it by the Company. proposal .. in support of its intention to exclude the proposals from the Company's proxy materials, aswell as any information fuished by the proponent or the proponent'srepresentative. AIthoughRule 14a-8(k) does not require any cOIIUIications from shareholders to the . Commission's staff, the staffwil always consider information concerning alleged violations of . .. the statutes administered by the Commission, including argument as to whether proposed to be taen would be violative of or not activities the statute or rule involved. Thereceipt by the staff of such information, however, should not be construed as changing the staffs informal procedures and proXy revie.w into a fonIal or adversar procedure. It is importnt to note that the staff's and Commission's no.:action responses to Rule i 4a-8(j) submissions reflect only informal views. The determinations reached in these no- action letters do not and canot adjudicate the merits of a company's positîonwith respect to the proposal. Only a cour such as a U.S. District Cour can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordingly a determination not to recommend or take Commission enforcement action, discretionar . proponent, or any shareholder does not preclude a of a company, from pursuing any rights he or she may have against the cÒmpany in cour, should the management omit the proposal from the company's proxy materiaL. ., .~, j \ *** FISMA & OMB Memorandum M-07-16 *** April 1, 2010 Office of Chief Counsel Division of Corporation Finance Securties and Exchange Commission 100 F Street, NE Washington, DC 20549 # 5 Chris Rossi's (Record Holder) Rule 14a-8 Proposal AUria Group, Ine. (MO) Written Consent Topic Ladies and Gentlemen: This fuher responds to the company March 30, 2010 no action request. Chris Rossi's Written Consent proposal was forwarded to company headquarters on December 10, 2009 to an email address that the Company's Principle Executive Offces had used at least 8-times in communicating with the undersigned on rule 14a-8 issues: "McKessy, Sean" ,Sean.McKessy~LTRIA.COM:;. These eight exhibits were included in the March 31, 2010 response to this no action request. The company failed to cite one precedent where a rule 14a-8 proposal was blocked because it was forwarded to an email address at a Company's Principle Executive Offces and which had been repeatedly been used recently in regard to rule 14a-8 issues. The company has repeatedly confirmed that Chris Rossi is a record hold over a span of years, but failed to do so for 2010. The company failed to address the legality or ethical ramifications of purportedly disabling an email address of a legal representative of the company in such amaner that the emaI1 address would mimc an active email address. In other words if the company did disable the email address in question - ths purorted disablement does not trigger a failure to receive message to any message sent to it. This is to request that the Securities and Exchange Commission allow ths resolution to stand and be voted upon in th~ 2010 proxy. Additional information wiD follow soon. ~"~_L_Sincerely, cc: Chris Rossi Louanna o. Heuhsen ,Louanna.O.Heuhsen~altria.com:; *** FISMA & OMB Memorandum M-07-16 *** Mr. Michael E. Szymanczyk Chairman Altria Group, Inc. (MO) 6601 W Broad St Richmond VA 23230 Dear Mr. Szymanczyk, I submit my attached Rule 14a-8 proposal in support of the long-term performance of our company. My proposal is for the next anual shareholder meeting. I intend to meet Rule 14a-S requirements including the continuous ownership of the required stock value until after the date of the respective shareholder meeting. My submitted format, with the shaeholder-supplied emphasis, is intended to be used for definitive proxy publication. This is my proxy for John Chevedden and/or his designee to forward this Rule 14a-8 proposal to the company and to act on my behalf regarding ths Rule l4a-8 proposal,. and/or modification of it, for the fortcoming shareholder meeting before, durng and after the forthcoming shareholder meeting. Please direct all futue communications regarding my rule 14a-8 proposal to John Chevedden *** FISMA & OMB Memorandum M-07-16 *** to faciltate prompt and verifiable communcations. Please identify this proposal as my proposal exclusively. Your consideration and the consideration of the Board of Directors is appreciated in support of the long-term performance of our company. Please acknowledge receipt of my proposal promptly by emaiL. lo/cr-107, f . cc: Sean McKessy ..Sean.McKessy~ TRIA. COM;; Corporate Secretary PH: 804274-2200 - - (MO: Rule 14a-8 Proposal, December 10,2009) 3 (Number to be assigned by the company) - Shareholder Action by Written Consent RESOLVED, Shareholders hereby request that our board of directors undertake such steps as may be necessar to permit shareholders to act by the written consent of a majority of our shares outstanding to the fullest extent permitted by law. Takng action by wrtten consent in lieu of a meeting is a mechansm shareholders can use to raise importnt matters outside the normal anual meeting cycle. Limitations on a shareholder right to act by wrtten consent are considered takeover defenses because they may impede the ability of a bidder to complete a profitable transaction for us or to obtain control ofthe board - which could result in a higher price for our stock. Although it is not necessarily anticipated that a bidder wil materialize, that very possibilty presents a powerful incentive for improved management of our company. A study by Harard professor Paul Gompers supports the concept that shareholder dis- empowering governance features, including restrctions on shareholder ability to act by wrtten consent, are significantly correlated to reduced shareholder value. The merit of this Shareholder Action by Written Consent proposal should also be considered in the context of the need for improvement in our company's 2009 reported corporate governance status: The Corporate Librar rated our company "D" with "High Governance Risk" and "Very High Concern" in executive pay - $12 milion for our CEO Michael Szymanczyk. The Corporate Librar said almost no mention was made in our company's executive pay discussion and analysis of the almost $9 milion of restrcted stock that vested for Mr. Szymanczyk. Whe other elements of executive pay are related to performance, this - the largest element - was simply predicated on tung up for work every day and represented an ineffective use of executive pay. Mr. Szymanczyk's pension increased by more than $4 millon, a fuher non-performance-related payment. Compare this to the pension plans of some of our 10,000 employees. Additionally, Mr. Szymanczyk's had $500,000 of personal private jet trips and $200,000 of his taxes paid for by o:u company.