Bay Point, CA 94565
December 19, 2014
Via email to: shareholderproposals@sec.gov
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, DC 20549-2736
Re: Shareholder Proposal
of Jing Zhao for Inclusion in IBM 2015 Proxy
Statement
Ladies and Gentlemen:
It is a
surprise that rather than communicating with shareholders on important
corporate policy issues, IBM “outsourced” the policy duty to outside lawyers
against shareholders. This is one
indication that IBM need improve its public policy and testifies the importance
to respect shareholders’ right to request company’s policy change.
There is no
need to use common reason and logic to rebut the three baseless “bases” for exclusion
in the December 18,
2014 letter to the SEC
by Cravath, Swaine & Moore LLP. However, to prevent the company’s Board
from repeating the same baseless statements from the letter in their
predictable Opposition Statement against my proposal in the proxy material, I
would like to reply the above letter briefly.
• If
“implementation of the Proposal would cause the Company to violate federal
laws, rules and regulations”, why Microsoft’s establishment of
such a public policy committee in 2012 did not
cause Microsoft “to violate federal laws, rules and regulations”? Even
though there is possibility that a new public policy committee
may have some overlapping functions with existing committees (which exist even
among existing committees), the Company can chose not to violate federal
laws, rules and regulations, as Microsoft does.
• My
Supporting Statement does not contain any false and misleading statements. Because the Company refuses to communicate
with shareholders, it is natural for shareholders to regard the Company “without
a committee to legitimately and ethically deal with public issues, especially international affairs, affecting our
business” from media coverage and other independent
sources. If the Company ever contacted me, there is possibility to improve
shareholders’ view. Again, I urge the Company to positively and constructively
communicate with shareholders. At least, there should be an email account to
receive shareholders’ concerns, suggestions and proposals.
• My
Supporting Statement used my personal unique case to inform the Company and
shareholders of the public policy situation regarding Japan and China, where
the Company has heavy business (as cited in my Supporting Statement). It is not
“a personal grievance against the Japanese government,” and it never “wishes to
further a personal interest.” The letter
also doubted my statement of my life in Japan without checking the facts I
listed in the Supporting Statement. I am always willing to provide any
information, but the Company never contacted me. This is another indication how
the Company mistreated shareholders.
Let
shareholders vote on this important policy issue. Should you have any questions, please contact me at 925-643-xxxx (phone) or zhao.cpri@gmail.com.
Respectfully,
Jing Zhao
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