Company Name: Clear Channel Communications, Inc.
Public Availability Date: February 7, 2007
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
[INQUIRY LETTER]
December 19, 2006
VIA OVERNIGHT DELIVERY
U.S. Securities and Exchange Commission
Division of Corporate Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, DC 20549
Re: Clear Channel Communications, Inc. Shareholder Proposal Submitted by the
Unitarian Universalist Association of Congregations Securities and Exchange
Commission ("SEC") No Action Request
Ladies and Gentlemen:
We are special counsel to Clear Channel Communications, Inc., a Texas
corporation (the "Company"). Pursuant to Rule 14a-8(j) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), we hereby give notice
that the Company intends to omit from the proxy statement and form of proxy for
the Company's 2007 annual meeting of shareholders (together, the "Proxy
Materials") the proposal (the "Proposal") received by the Company from the
Unitarian Universalist Association of Congregations (the "UUA") on November 10,
2006. A copy of the Proposal and accompanying cover letter, dated November 10,
2006, is attached hereto as Attachment A.
The Company requests the concurrence of the staff of the Division of Corporate
Finance (the "Staff") that it will not recommend enforcement action if the
Company omits the Proposal from the Proxy Materials pursuant to Rule 14a-8(i)(3)
on the grounds that it is materially misleading in violation of the proxy rules.
To the extent that this letter relates to matters of law, this letter should be
deemed to be the supporting opinion of counsel required by Rule 14a-8(j).
The Company currently intends to file its Proxy Materials on or about March 12,
2006. In accordance with Rule 14a-8(j), six copies of this letter and its
exhibits are enclosed, and the Company has sent one copy to Mr. Timothy Brennan,
the Treasurer and Vice President of the UUA.
THE PROPOSAL
The Proposal (attached hereto as Attachment A) states:
"RESOLVED, that shareholders of Clear Channel Communications urge the board of
directors to adopt a policy that Company shareholders be given the opportunity
at each annual meeting of shareholders to vote on an advisory resolution, to be
proposed by Clear Channel's management, to ratify the compensation of the named
executive officers ("NEOs") set forth in the proxy statement's Summary
Compensation Table (the "SCT") and the accompanying narrative disclosure of
material factors provided to understand the SCT (but not the Compensation
Discussion and Analysis). The proposal submitted to shareholders should make
clear that the vote is non-binding and would not affect any compensation paid or
awarded to any NEO.
SUPPORTING STATEMENT
Investors are increasingly concerned about mushrooming executive compensation
which sometimes appears to be insufficiently aligned with the creation of
shareholder value. Media and government focus on back dating of stock options
has increased investor concern. The proposed reform can help rebuild investor
confidence.
The SEC has created a new rule, with record support from investors, requiring
companies to disclose additional information about compensation and perquisites
for top executives. The rule goes into effect this year. In establishing the
rule the SEC has made it clear that it is the role of market forces, not the
SEC, to provide checks and balances on compensation practices.
We believe that existing U.S. corporate governance arrangements, including the
SEC rules and stock exchange listing standards, do not provide shareholders with
enough mechanisms for providing input to boards on senior executive
compensation. In contrast to U.S. practices, in the United Kingdom, public
companies allow shareholders to cast an advisory vote on the "directors'
remuneration report," which disclosed executive compensation. Such a vote isn't
binding, but gives shareholders a clear voice that could help shape senior
executive compensation.
Currently, U.S. stock exchange listing standards require shareholder approval of
equity-based compensation plans; those plans, however, set general parameters
and accord the compensation committee substantial discretion in making awards
and establishing performance thresholds for a particular year. Shareholders do
not have any mechanism for providing ongoing feedback on the application of
those general standards to individual pay packages. (See Lucian Bebchuk & Jesse
Fried, Pay Without Performance 49 (2004))
Similarly, performance criteria submitted for shareholder approval to allow a
company to deduct compensation in excess of $1 million are broad and do not
constrain compensation committees in setting performance targets for particular
senior executives. Withholding votes from compensation committee members who are
standing for reelection is a blunt and insufficient instrument for registering
dissatisfaction with the way in which the committee has administered
compensation plans and policies in the previous year.
Accordingly, we urge Clear Channel's board to allow shareholders to express
their opinion about senior executive compensation at Clear Channel by
establishing an annual referendum process. The results of such a vote would, we
think, provide the board and management with useful information about whether
shareholders view the company's senior executive compensation, as reported each
year, are in shareholders' best interests."
REASONS FOR EXCLUSION OF PROPOSAL
I. The Company May Omit the Proposal Pursuant to Rule 14a-8(i)(3) Because it is
Materially Misleading in Violation of Rule 14a-9.
Rule 14a-8(i)(3) permits the exclusion of a shareholder proposal if either the
proposal or the supporting statement is contrary to any of the proxy
rulesincluding Rule 14a-9, which prohibits the inclusion of materially false or
misleading statements in proxy soliciting materials. The Proposal is excludable
under Rule 14a-8(i)(3) for two reasons: first, the Proposal is materially vague
and indefinite and therefore misleading; and second, any action ultimately taken
upon implementation of the Proposal would be different from the type of action
envisioned by shareholders at the time that their votes were cast.
1. The Proposal is Vague and Indefinite
The Staff has interpreted Rule 14a-8(i)(3) to permit the exclusion of a
shareholder proposal that it is vague, indefinite and therefore materially
misleading if "the resolution contained in the proposal is so inherently vague
or indefinite that neither the stockholders voting on the proposal, nor the
company in implementing the proposal (if adopted), would be able to determine
with any reasonable certainty exactly what actions or measures the proposal
requires." Staff Legal Bulletin No. 14B (Sep. 15, 2004). The Proposal contains
numerous inherently vague and indefinite terms, and as a result, neither the
shareholders voting on the proposal, nor the company in implementing the
proposal, would be able to determine with any reasonable certainty exactly what
actions or measures the Proposal requires.
The resolved clause in a shareholder proposal is supposed to tell shareholders
voting on the proposal what the proposal intends to do. The resolved clause is
also supposed to direct the actions of the board of directors if the shareholder
proposal is approved. The resolved clause of the Proposal urges the board to
adopt a policy that the Company shareholders be given the opportunity to vote on
an advisory resolution to ratify the compensation of the named executive
officers set forth in the proxy statement's Summary Compensation Table. However,
the terms "advisory resolution" and "ratify," are contradictory and make the
purpose of the policy confusing and ambiguous.
The common meaning of the word "ratify" is to approve. The use of the word
"ratify" in the Proposal could mislead shareholders into concluding that their
approval of the Proposal will give them the opportunity to approve the
compensation of the named executive officers set forth in the proxy statement's
Summary Compensation Table. However, this conclusion is contradicted by the
second sentence of the resolved clause, which states that a proposal submitted
to shareholders should make clear that that the vote is non-binding and would
not affect any compensation paid or awarded.
However, the last paragraph of the supporting statement of the Proposal creates
further confusion, contradiction and ambiguity. The last paragraph of the
supporting statement proposes that the Company shareholders be allowed to
express their opinion about senior executive compensation by establishing an
"annual referendum process." When coupled with the first sentence of the
resolved clause and the concept of ratification contained therein, the reference
to an "annual referendum process" allowing shareholders to express their opinion
about senior executive compensation could lead shareholders to conclude that the
Proposal would give shareholders the opportunity to vote for or against the
compensation of the named executive officers set forth in the proxy statement's
Summary Compensation Table. It is confusing and misleading to include the
"referendum" statement in the supporting statement of the Proposal, and at the
same time state that the resolutions proposed in connection with the policy
would be non-binding and would not affect any compensation paid or awarded to
any NEO.
These contradictory statements and concepts render the Proposal vague and
indefinite and therefore misleading. Further, these contradictions are material
because there is substantial likelihood that a reasonable shareholder would
consider the meaning and scope of any of these contradictory concepts to be
important in deciding how to vote on the Proposal. Accordingly, the Proposal
falls squarely within parameters of proposals that the Staff has agreed may be
excluded in reliance on Rule 14a-8(i)(3).
On numerous occasions, the Staff has permitted the exclusion of shareholder
proposals that included contradictory statements that were analogous to those
presented by the Proposal. For example, in Sensar Corporation (July 17, 2001),
the Staff agreed with Sensar that it could rely on Rule 14a-8(i)(3) to exclude a
shareholder proposal that proposed to allow shareholders to provide an advisory
vote on compensation matters. The proposal in that letter provided that "The
shareholders wish to express displeasure over the terms of the options on 2.2
million shares of Sensar that were recently granted to management, the board of
directors, and certain consultants, and the shareholders wish to express
displeasure over the seemingly unclear or misleading disclosures relating to
those options." Sensar argued that the proposal was materially misleading on the
basis that a shareholder voting on the proposal would not be able to determine
what measures Sensar would be required to take under the proposal if it were
adopted. The Staff agreed and granted relief under Rule 14a-8(i)(3).
The Staff's position in Sensar is consistent with numerous other no-action
letters that involved proposals that, like the Proposal, were materially vague
and indefinite. See Puget Energy, Inc. (Mar. 7, 2002) (excluding a proposal as
vague and indefinite where the term "improved corporate governance" was
undefined and the supporting statement discussed a range of corporate governance
issues without elaborating on which of those were considered "improved corporate
governance"); CBRL Group (Sep. 6, 2001) (excluding a proposal requesting "full
and complete disclosure in its annual report of all expenses relating to
corporate monies being used for personal benefit of the officers and directors
and their friends" where none of the material terms were adequately defined);
and Bristol-Myers Squibb Co. (Feb. 1, 1999) (excluding a proposal requesting
"the Company adopt a policy not to test its products on unborn children or
cannibalize their bodies, but pursue preservation, not destruction, of their
lives").
The Company's objections to the Proposal under Rule 14a-8(i)(3) are based on the
fact that shareholders will be materially mislead by the Proposal due to its
ambiguous terms and phrases, the confusing and conflicting purposes of the
Proposal to be gleaned from the resolved clause and the supporting statement,
and lastly, the general lack of clarity regarding what the Proposal would allow
shareholders to approve, if anything. Accordingly, the Proposal falls squarely
within the parameters of Rule 14a-9 and may be omitted in reliance on Rule
14a-8(i)(3).
b. The Action Ultimately Taken upon Implementation of the Proposal Would Be
Different from the Type of Action Envisioned by Shareholders at the Time That
Their Votes Were Cast
The Commission has recognized that a shareholder proposal is materially
misleading where "any actions ultimately taken by the company upon
implementation of th[e] proposal could be significantly different from the
actions envisioned by the shareholders upon voting on the proposal." Occidental
Petroleum Corp. (Feb. 11, 1991) (excluding a proposal that requested that
"stockholders have the right to vote on present as well as future shares that
are issued and outstanding in regard to buy back of shares"); Southeast Banking
Corporation (Feb. 8, 1982) (excluding a proposal that requested that the company
"refrain from any activities which may lead to its acquisition by other
corporations or by which it acquires other corporations including acquisitions
by way of mergers"). In the issue at hand, inconsistencies and contradictory
statements in the Proposal and the supporting statement make it likely that any
actions ultimately taken by the Company upon implementation of the Proposal
could be significantly different from the actions envisioned by the shareholders
when voting on the Proposal.
The first sentence of the resolved clause of the Proposal urges the adoption of
a policy that would allow shareholders to vote on an "advisory resolution" to
"ratify" the compensation of the named executive officers set forth in the proxy
statement's Summary Compensation Table. In addition, the last paragraph of the
supporting statement states that an annual referendum process should be
established. The use of the terms "ratify" and "referendum" in the Proposal
suggest that approval or disapproval of the resolution contemplated by the
Proposal will have some quantifiable and tangible effect on the compensation
paid to the Company's named executive officers. Consequently, if a shareholder
casts a vote regarding the Proposal based on a reading of the first sentence of
the resolved clause and the last paragraph of the supporting statement, such
shareholder might interpret the Proposal as seeking the adoption of a policy
that would, if implemented, allow shareholders an annual referendum process by
which they would have the opportunity to vote on a resolution from the Company
seeking approval of the compensation of the named executive officers set forth
in the proxy statement's Summary Compensation Table.
This is materially misleading because the Proposal in no way establishes a
referendum or an opportunity to approve the compensation paid to the Company's
named executive officers. The vote of the shareholders advocated by the Proposal
will be non-binding and will relate only to the compensation of the named
executive officers for the last completed fiscal year disclosed in the proxy
statement. Consequently, any shareholder input on the disclosed compensation
will be non-binding and moot. This sharply contrasts with the concept of an
actual referendum which is commonly defined to mean the submission of a proposed
measure to a direct popular vote in which the outcome of the vote determines the
issues at question. In reality, the results of any vote on such a non-binding
resolution will have no practical effect on the compensation of the named
executive officers set forth in the proxy statement's Summary Compensation
Table.
The Proposal's internal contradictions and inconsistencies are significant.
Portions of the Proposal suggest that a vote on a resolution regarding the
compensation of the named executive officers set forth in the proxy statement's
Summary Compensation Table would be a mere formality and a means for
shareholders to express their opinion about senior executive compensation.
However, other portions of the Proposal suggest that shareholders will be given
influence over the actual compensation of the Company's senior executives. The
contradictions and inconsistencies within the Proposal make it likely that the
action ultimately taken upon the implementation of the Proposal will be quite
different from the action envisioned by the shareholders at the time their votes
were cast - providing a basis for exclusion under Rule 14a-8(i)(3).
An example of an instance in which the Staff permitted the exclusion of a
shareholder proposal that included inconsistencies and contradictions that are
analogous to those presented by the Proposal is Wal-Mart Stores (Apr. 2, 2001).
In that letter, the Staff agreed with Wal-Mart that it could exclude a
shareholder proposal requesting that the company report on the use of
genetically modified "products." From the language of the proposal, it appeared
that the proposal encompassed all forms of genetically modified products,
including a lengthy list of products sold by the company. The supporting
statement, however, suggested that the proposal only was directed at genetically
modified foods. Based on the inconsistency between the proposal and its
supporting statement, the Staff agreed with Wal-Mart that the action ultimately
taken upon the implementation of the proposal could be quite different from the
action envisioned by the shareholders at the time their votes are cast.
Accordingly, it granted relief under Rule 14a-8(i)(3).
The Staff's position in Wal-Mart is consistent with other no-action letters in
which the Staff has agreed that Rule 14a-8(i)(3) is available where the action
ultimately taken upon the implementation of a shareholder proposal could be
quite different from the action envisioned by the shareholders at the time their
votes were cast. See, e.g., Philadelphia Electric Company (Jul. 30, 1992)
(excluding a proposal to establish a committee of shareholders to present a plan
"that will in some measure equate with the gratuities bestowed on Management,
Directors, and other employees"); NYNEX Corporation (Jan. 12, 1990) (excluding a
proposal requiring the corporation to "not interfere in the government policy of
any foreign government"). Much like the proposals in each of those letters, the
action ultimately taken upon the implementation of the Proposal could be quite
different from the action envisioned by the shareholders at the time their votes
were cast. As a result, the Company may omit the Proposal from its proxy
materials in reliance on Rule 14a-8(i)(3).
CONCLUSION
The Company requests the concurrence of the Staff that it will not recommend
enforcement action if the Company omits the Proposal from its Proxy Materials
for the reasons set forth above.
By copy of this letter, the Company notifies the Unitarian Universalist
Association of Congregations of its intention to omit the Proposal from its
Proxy Materials. In accordance with Rule 14a-8(j) of the Exchange Act, we have
enclosed six copies of this letter and the attachments to this letter. Please
acknowledge receipt of the enclosed materials by date-stamping the enclosed
receipt copy of this letter and returning it in the enclosed return envelope. If
the Staff believes that it will not be able to take the no-action position
requested above, we would appreciate the opportunity to confer with the Staff
prior to the issuance of a negative response.
Please feel free to call the undersigned at (210) 281-7075 with any questions or
comments regarding the foregoing. Also, I would appreciate you forwarding any
future correspondence to me via facsimile transmission at (210) 224-2035.
Very truly yours,
/s/
Will Liebmann
Attachment
cc: Hamlet Newsom, Esq., Clear Channel Communications, Inc. Timothy Brennan,
Unitarian Universalist Association of Congregations
[INQUIRY LETTER]
November 10, 2006
BY OVERNIGHT MAIL AND FAX 210-822-2299
Mr. Mark P. Mays, CEO
Clear Channel Communications
200 East Basse Road
San Antonio, Texas 78209
Dear Mr. Mays:
The Unitarian Universalist Association of Congregations ("UUA") holds 100 shares
of Clear Channel Communications. We are hereby submitting the enclosed
resolution for consideration at the upcoming annual meeting. The resolution
requests that the company change its procedures so as to allow shareholders to
express their opinion regarding senior executive compensation by establishing an
annual referendum process.
The Unitarian Universalist Association of Congregations is a faith community of
more than 1000 self-governing congregations that bring to the world a vision of
religious freedom, tolerance and social justice. With roots in the Jewish and
Christian traditions, it has been a force in American spirituality from the time
of the first Pilgrim and Puritan settlers.
We submit this resolution for inclusion in the proxy statement in accordance
with Rule 14a-8 of the General Rules and Regulations of the Securities and
Exchange Act of 1934 for consideration and action by the shareowners at the
annual meeting. The UUA is the beneficial owner of these shares as defined in
Rule 13d-3 of the Act. We intend to maintain ownership of the required number of
shares through the date of the next stockholder's annual meeting. We have been a
shareholder for more than one year and have held over $2,000 worth of stock. A
representative will attend the shareholder's meeting to move the resolution as
required by the SEC Rules. We expect other investors will co-file this
resolution with us.
In addition to me, you may contact Jim Gunning, a member of our Committee on
Socially Responsible Investing, who serves as our representative for this
initiative. He can be reached by phone (201.836.5901) and/or email (jimgunning@optonline.net).
Yours very truly,
/s/
Tim Brennan
Treasurer and Vice President
Enclosure: Shareholder resolution on executive compensation
RESOLVED, that shareholders of Clear Channel Communications urge the board of
directors to adopt a policy that Company shareholders be given the opportunity
at each annual meeting of shareholders to vote on an advisory resolution, to be
proposed by Clear Channel's management, to ratify the compensation of the named
executive officers ("NEOs") set forth in the proxy statement's Summary
Compensation Table (the "SCT") and the accompanying narrative disclosure of
material factors provided to understand the SCT (but not the Compensation
Discussion and Analysis). The proposal submitted to shareholders should make
clear that the vote is non-binding and would not affect any compensation paid or
awarded to any NEO.
SUPPORTING STATEMENT
Investors are increasingly concerned about mushrooming executive compensation
which sometimes appears to be insufficiently aligned with the creation of
shareholder value. Media and government focus on back dating of stock options
has increased investor concern. This proposed reform can help rebuild investor
confidence.
The SEC has created a new rule, with record support from investors, requiring
companies to disclose additional information about compensation and perquisites
for top executives. The rule goes into effect this year. In establishing the
rule the SEC has made it clear that it is the role of market forces, not the
SEC, to provide checks and balances on compensation practices.
We believe that existing U.S. corporate governance arrangements, including SEC
rules and stock exchange listing standards, do not provide shareholders with
enough mechanisms for providing input to boards on senior executive
compensation. In contrast to U.S. practices, in the United Kingdom, public
companies allow shareholders to cast an advisory vote on the "directors'
remuneration report," which discloses executive compensation. Such a vote isn't
binding, but gives shareholders a clear voice that could help shape senior
executive compensation.
Currently U.S. stock exchange listing standards require shareholder approval of
equity-based compensation plans; those plans, however, set general parameters
and accord the compensation committee substantial discretion in making awards
and establishing performance thresholds for a particular year. Shareholders do
not have any mechanism for providing ongoing feedback on the application of
those general standards to individual pay packages. (See Lucian Bebchuk & Jesse
Fried, Pay Without Performance 49 (2004))
Similarly, performance criteria submitted for shareholder approval to allow a
company to deduct compensation in excess of $1 million are broad and do not
constrain compensation committees in setting performance targets for particular
senior executives. Withholding votes from compensation committee members who are
standing for reelection is a blunt and insufficient instrument for registering
dissatisfaction with the way in which the committee has administered
compensation plans and policies in the previous year.
Accordingly, we urge Clear Channel's board to allow shareholders to express
their opinion about senior-executive compensation at Clear Channel by
establishing an annual referendum process. The results of such a vote would, we
think, provide the board and management with useful information about whether
shareholders view the company's senior executive compensation, as reported each
year, are in shareholders' best interests.
[INQUIRY LETTER]
January 19, 2007
Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Att: Ted Yu, Esq.
Office of the Chief Counsel
Division of Corporation Finance
Via fax 202-772-9201
Re: Shareholder Proposal submitted to Clear Channel Communications, Inc.
Dear Sir/Madam:
I have been asked by the Unitarian Universalist Association of Congregations
(hereinafter referred to as the "Proponent"), which is a beneficial owner of
shares of common stock of Clear Channel Communications, Inc. (hereinafter
referred to either as "CCU" or the "Company"), and which has submitted a
shareholder proposal to CCU, to respond to the letter dated December 19, 2006,
sent to the Securities & Exchange Commission by Akin Gump Strauss Hauer & Feld
on behalf of the Company, in which CCU contends that the Proponent's shareholder
proposal may be excluded from the Company's year 2007 proxy statement by virtue
of Rule 14a-8(i)(3).
I have reviewed the Proponent's shareholder proposal, as well as the aforesaid
letter sent on behalf of the Company, and based upon the foregoing, as well as
upon a review of Rule 14a-8, it is my opinion that the Proponent's shareholder
proposal must be included in CCU's year 2007 proxy statement and that it is not
excludable by virtue of the cited rule.
The Proponent's shareholder proposal requests CCU to adopt a policy of
submitting all executive compensation to an advisory vote of the shareholders.
RULE 14a-8(i)(3)
A. "Vague and Indefinite"
The Company argues that the proposal is contradictory and that shareholders
would not be able to understand what actions the proposal contemplates.
What part of "non-binding" does the Company not understand?
What part of "advisory" does the Company not understand?
Apparently the Company believes that anyone who buys its stock has to be really
dumb and cannot understand the plain meaning of unambiguous terms. We do not
believe that any rational person would be unable to understanding that a
non-binding proposal is simply non-binding and an advisory vote is simply
advisory. It is certainly true that "ratify" means approve, but it does not
follow that such approval is legally binding, and it certainly does not follow
when that approval is specifically made non-binding and advisory. If the
shareholders do not "approve" the compensation package they are letting the
Company know their opinion, not acting in a way that would be legally binding.
There is no contradiction between the concept of approving (ratifying) something
and acting in a non legally binding manner. No shareholder with a modicum of
intelligence would be confused.
Similarly, no shareholder with a modicum of intelligence would be confused by
the term referendum. Not only is there the explicit non-binding and advisory
language noted above, but the concept of a referendum is explained in the very
next sentence following the one that uses that term, namely as an opportunity to
provide input to the board and management.
The Company's argument is a make weight and is unsupported by its citations. In
Sensar Corporation (July 17, 2001) the shareholders would have been unable to
know what action the Company might take in response to an abstract vote on a
proposal that failed to ask the registrant to take any specific action. In the
instant case, the shareholders would know exactly what action the Company would
take in response to the proposal they were voting on: it would annually submit
specified matters to the shareholders for an advisory vote.
The vague terms used in the remaining three citations (Puget Energy, CBRL Group
and Bristol-Myers) are totally irrelevant to the Proponent's shareholder
proposal.
There is no probative value to be found in decisions with respect to terms like
"cannibalize their bodies" or "improved corporate governance" since those terms
are not used by the Proponent.
B. "Action Ultimately Taken..."
This is simply a rehash of the argument made with respect to the inability of
the shareholders to understand the Proponent's proposal, but directed to the
inability of the Board to understand that proposal. It is apparently predicated
on the assumption that the Board is just as dumb as the shareholders.
Similarly, the no-action letter citations are irrelevant. In Wal-Mart there was
genuine confusion as to the scope of the proposal. No such confusion exists in
the instant case since the matters to be submitted to the shareholders for their
non-binding, advisory vote are spelled out with particularity. In a like manner,
the relevance of the other two no-action letters is not apparent. All would
agree that no clear course of action can be discerned from requests to "equate
... gratuities" or not to interfere with the policies of foreign governments.
However, such letters have no bearing whatsoever on proposals, such as the
Proponent's, that contain no such vague and indefinite terms.
C. Precedent
The Company appears to have overlooked the only applicable no-action letter
precedent.
Far more relevant than the no-action letters cited by the Company is the
no-action letter issued by the Staff four months ago that rejected essentially
similar arguments with respect to an identical shareholder proposal (identical
other than that the Proponent has omitted a final reference to other votes at
the same meeting). Sara Lee Corporation (September 11, 2006).
The Company has presented no reason whatsoever why that precedent should not be
followed.
For the foregoing reasons, the Proponents' shareholder proposal is not subject
to exclusion by reason of Rule 14a-8(i)(3).
In conclusion, we request the Staff to inform the Company that the SEC proxy
rules require denial of the Company's no action request. We would appreciate
your telephoning the undersigned at 941-349-6164 with respect to any questions
in connection with this matter or if the staff wishes any further information.
Faxes can be received at the same number. Please also note that the undersigned
may be reached by mail or express delivery at the letterhead address (or via the
email address).
Very truly yours,
/s/
Paul M. Neuhauser
Attorney at Law
cc: Will Liebmann, Esq. Jim Gunning Gary Brouse Fr. Mike Hoolahan
[INQUIRY LETTER]
February 7, 2007
Response of the Office of Chief Counsel Division of Corporation Finance
Re: Clear Channel Communications, Inc. Incoming letter dated December 19, 2006
The proposal urges the board of directors to adopt a policy that shareholders be
given the opportunity at each annual meeting to vote on an advisory resolution
to ratify the compensation of the named executive officers set forth in the
Summary Compensation Table of the company's proxy statement.
We are unable to concur in your view that Clear Channel may exclude the proposal
under rule 14a-8(i)(3). Accordingly, we do not believe that Clear Channel may
omit the proposal from its proxy materials in reliance on rule 14a-8(i)(3).
Sincerely,
/s/
Gregory S. Belliston
Attorney-Adviser
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