Tuesday, March 3, 2015

Eric Epstein's Response to PPL's Proposed Spin-off, (SEC, 2/27/15)

February 27, 2015

Office of Chief Counsel,
Division of Corporation Finance,
Securities and Exchange Commission
100 F. Street, 
Washington, D.C. 20549

PPL’s  (“PPL” or the “Company”) arguments for a No Action Exclusion
of Eric Joseph Epstein’s (“Epstein” or “Mr. Epstein”) share owner proposal
submitted on December 1, 2014 (Exhibit A) are fatally flawed and should be
rejected by the Staff.

The Company's Exclusion proposal, submitted on January 19, 2015,
(Exhibit B) ignored the directive issued on January 16, 2015, by Security
and Exchange Commission (“SEC”) Chairwoman Mary Jo White.
Chairwoman White directed the Commission staff to review and report
to the Commission “on the proper scope and application” of Rule 14a-8(i)(9),
the “conflicts with management proposal” grounds for excluding a shareholder
proposal from an issuer’s proxy statement.

Despite Chairwoman's White’s directive , PPL requested “the Staff’s
concurrence that the Company exclude the Proposal from its Proxy Materials”. 
In light of Chairwoman White’s directive , PPL’s No Action Request -  at a minimum -
should be held in abeyance until the SEC’s investigation is concluded.

Mr. Epstein’s shareowner proposal is timely, and should be voted on at PPL’s
Annual Shareholder meeting scheduled for this spring. Mr.  Epstein respectfully
requests that his shareholder proposal be advertised and voted upon at the Annual

Respectfully submitted,

Eric Joseph Epstein,
4100 Hillsdale Road,
Harrisburg, PA, 17112

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