SEC Division of Investment Management staff letter: Fidelity Inflation-Protected Bond Fund (Omission of Shareholder Proposal)

Scott C. Goebel
Senior Vice President
General Counsel
Fidelity Management & Research Co.
245 Summer Street V10E, Boston, MA 02210
617.563.0371 SCOTT.GOEBEL@FMR.COM
FIDELITY SALEM STREET TRUST
Fidelity Inflation-Protected Bond Fund
VIA ELECTRONIC MAIL: imshareholderproposals@sec.gov January 23, 2015 U.S. Securities & Exchange Commission 100 F Street NE Washington, DC 20549 Attn: Office of Disclosure and Review Re: Shareholder Proposal for Fidelity Inflation-Protected Bond Fund (the “Fund”), series of Fidelity Salem Street Trust (File No 811-02105) Ladies and Gentlemen:
A letter from Mr. Jerome Meyer, dated April 18, 2010, was previously received at the principal executive offices of the Fund. The letter requests that a proposal be submitted to shareholders at the next scheduled meeting for the Fund. As detailed in the letter, a copy of which is attached, the proposal requests that the Board of Trustees of the Fund implement certain procedures to prevent the Fund from holding investments in companies that, in management’s judgment, substantially contribute to genocide or crimes against humanity. Pursuant to Rule 14a-8(b)(1), to be eligible to submit a proposal, a shareholder must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date the proposal is submitted, and must continue to hold those securities through the date of the meeting. Upon receipt of the letters, the Fund verified that Mr. Meyer met the eligibility requirements to submit a proposal pursuant to Rule 14a-8(b)(1). In preparation for an upcoming shareholder meeting, the Fund recently attempted to verify that Mr. Meyer continues to satisfy the eligibility requirements of Rule 14a-8(b)(1). The Fund determined that the proponent was not a record owner of any Fund shares. On December 23, 2014, we sent Mr. Meyer a letter, a copy of which is attached, requesting that he provide the information necessary to confirm that he continues to meet the requirements of Rule 14a-8(b)(1). To date, Mr. Meyer has not responded to the Fund’s request and has not provided the information necessary to permit the Fund to confirm that he continues to satisfy the requirements of Rule 14a-8(b)(1). The next shareholder meeting for the Fund is scheduled to be held on or about May 13, 2015. Because the Fund is unable to confirm, based on its records, that Mr. Meyer continues to be shareholders of the Fund and has continuously held the requisite amount of Fund shares since submitting his proposal as required by Rule 14a-8(b)(1) and because Mr. Meyer has not responded to a request to provide additional holdings information, we intend to omit this proposal from the proxy statement for the Fund as permitted by Rule 14a-8(f)(2).

U.S. Securities & Exchange Commission
January 23, 2015
Pursuant to Rule 14a-8(j)(1), this letter provides the reasons why the Fund intends to omit Mr. Meyer’s proposal from the Fund’s proxy materials. We request that the Commission staff waive the requirement under Rule 14a-8(j)(1) that a company submit its reasons for omitting a shareholder proposal from its proxy materials no later than 80 days before the definitive proxy statement is filed with the Commission. The Fund’s Board only recently decided it was necessary to schedule a shareholder meeting in order to elect Trustees and it was premature to determine that Mr. Meyer was no longer eligible to submit a proposal until the Fund determined to hold a shareholder meeting. Further, filing more than 80 days before the definitive filing has no practical effect in this instance. If Mr. Meyer does not meet the requirements of Rule 14a-8(b)(1) at this time, he would not have been able to cure that defect even if this letter had been filed more than 80 days before the Fund’s definitive proxy filing. If you have questions or comments concerning this matter, please contact Brian J. Blackburn at (617) 563-7121.

Sincerely,
Scott C. Goebel
Secretary of the Trust
Enclosures:
December 23, 2014 Letter to Jerome Meyer
April 18, 2010 Letter from Jerome Meyer cc: Jerome Meyer (w/o enclosures)

12669 Emmer Court
Apple Valley, MN 5 5124
April18, 2010
Fidelity Investments
Secretary ofthe Trust
Attention "Fund Shareholder Meetings"
82 Devonshire Street, Mail Zone VlOA
Boston, Massachusetts 021 09
To the Secretary:
I am vvTiting to submit the enclosed shareholder proposals to four Fidelity f1.mds for inclusion in their next proxy statements and for presentation at their next shareholder meetings. I hope that once they are on the ballot, you will take a favorable, or at least neutral, stance with regard to the proposal. The fi.mds and the number of shares I own of each are
1) Fidelity Contrafund (FCNKX) J. 4 .>. ..r 7 7 shares
2) Fidelity Inflation-Protected Bond Fund (FINPX) ~-] ..<. • ;t I ~- shares
3) Fidelity Low-Priced Stock Fund (FLPKX) , 5 I 4' "7 'I 0 shares
4) Fidelity Mid-Cap Stock Fund (FKMCX) 9 6 ,f, .)._? 5-shares
I am also enclosing a statement of my Fidelity Benefits account # 3 2- 0 1 ~ ownership of said shares. which confums my l have continuously held at least $2,000 of each of the four funds for over a year and it is my intention to continue to do so. Please confim1 receipt of this cover letter and four shareholder proposals. If for any reason you choose to exclude tlus proposal from your proxy please notify me at the above address. Other shareholders may have submitted tlus shareholder proposal in support of a campaign initiated by Investors Against Genocide. If another shareholder has already submitted the same proposal, please consider this a joint submission in support ofhis/her proposal. Thanks for your consideration. Sincerely,

Genocide-free Investing
Shareholder Proposal for Fidelity Inflation-Protected Bond Fund WHEREAS:
Fidelity has released no genocide-free investing policy to prevent investments in companies that contribute to genocide. It may at any time increase such holdings or involve new mutual funds. As a result, individuals, through their mutual funds, may inadvertently invest in companies helping to fund genocide because of investment decisions made by Fidelity. We believe that:
1) Investors do not want their pensions and family savings connected to genocide.
a) Reasonable people may disagree about what constitutes socially responsible investing, but few people want their savings connected to genocide. b) In the face of the most extreme human rights crises investment companies share responsibility, along with government, to act. c) In KRC Research's 2010 study, 88% of respondents said they would like their mutual funds to be genocide-free. d) Millions of people have voted for shareholder proposals similar to this one, submitted by supporters of Investors Against Genocide, despite active management opposition.
2) This problem is particularly important to shareholders because Fidelity:
a) Has, for years, been a large holder of PetroChina, which, through its closely related parent, China National Petroleum Company, is internationally recognized as the worst offender helping fund the Government of Sudan's genocide in Darfur. b) Actively opposed earlier shareholder requests for genocide-free investing. c) Continued to buy shares of problem companies even after becoming aware of the investment's connection to the Darfur genocide. d) Claimed to have a policy addressing extreme human rights issues, but has taken no action to avoid problem investments.
3) A policy against investments in genocide must
a) Be clear and transparent. b) Apply today and to any future genocide. c) Prevent purchasing shares of companies known to substantially contribute to genocide. d) Require corrective action for existing problem investments. If the fund holds problem companies and can effectively influence their behavior, then time-limited engagement may be appropriate. If not, the problem investments should be sold.
4) There are no sound financial, fiduciary, or legal reasons that prevent the fund from having a policy against
investments in genocide, as TIAA-CREF demonstrated in 2009. a) Ample competitive investment choices exist, even with index funds. b) Avoiding a small number of problem companies need not have a significant effect on performance, as shown in Gary Brinson's classic asset allocation study. c) Even the most conservative legal concerns can be addressed by a small change to the prospectus. d) Management can easily obtain independent assessments of problem companies and their connection to genocide.
5) Investor pressure can help influence foreign governments, as in South Africa. Similarly, divestment pressure on
Talisman Energy helped end the conflict in South Sudan.
RESOLVED:
Shareholders request that the Board institute transparent procedures to prevent holding investments in companies that, in management's judgment, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights.

VIA OVERNIGHT MAIL
December 23, 2014
Mr. Jerome E. Meyer
12669 Emmer Court
Apple Valley, MN 55124
Dear Mr. Meyer:
FIDELITY SALEM STREET TRUST
Fidelity Inflation-Protected Bond Fund
Scott C. Goebe l
Senior V1ce President
General Counsel
FMR Co.
MAIL 82 DEVONSHIRE STREET V10E, BOSTON, MA 021 09-3614 OFFICE 245 SUMMER STR EET, BOSTON, MA 02210 617 .563.0371 FAX 617 38 5 1331 SCOH GOEBEL11!iFMRCOM Your shareholder proposal, dated April 18, 2010, was previously received in the principal executive offices of Fidelity Inflation-Protected Bond Fund (the "Fund"), a series of Fidelity Salem Street Trust (the "Trust"). Rule 14a-8(b )(1) provides that in order to be eligible to submit a proposal for inclusion in a proxy statement for the Fund, a shareholder must have "continuously held at least $2,000 in market value, or 1%, ofthe company's securities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder] submit[s] the proposal and "must continue to hold those securities through the date of the meeting." As required by Rule 14a-8(b )(2), you have provided a written statement that you "intend to meet Rule 14a-8 requirements including the continuous ownership of the required stock value until after the date of the respective shareholder meeting." Upon receipt of your proposal in April 2010, we verified that you initially met the eligibility requirements to submit a proposal pursuant to Rule 14a-8(b)(1). However, based on a review of the Fund's records, we are unable to confirm that you continue to hold the amount of Fund shares required under Rule 14a￾8(b)(l). As provided by Rule 14a-8(b)(2), we request that you provide us with information about your holdings with respect to shares of the Fund so that we may verify that you continue to be eligible to submit a shareholder proposal for the Fund. We request that your response be postmarked, or transmitted via fax, no later than 14 days from the date you receive this notification. Please direct all further correspondence with respect to this shareholder proposal to: Fund Shareholder Meetings, 245 Summer Street, Mailzone V10A, Boston, MA 02110 or (617) 385-1331 (fax). This letter shall not be deemed to waive any right of the Fund to omit any proposal from the proxy materials for the Fund's next shareholders' meeting for any other reason. Sincerely, M(~ Scott C. Goebel Secretary of the Trust