The Evolution of the Proxy Process
     
   
   
   

The Evolution of the Proxy Process

In 2007, the Securities and Exchange Commission (SEC) amended the proxy rules to allow companies to provide proxy materials to shareholders through the Internet. This new model of proxy materials is often referred to as “Notice and Access.”

Companies that choose the Notice and Access option are required to post meeting materials on a publicly accessible Internet website other than the SEC's EDGAR Database. Instead of automatically sending shareholders a physical set of proxy materials by mail or e-mail (typically consisting of an annual report, proxy statement and Proxy Card or Vote Instruction Form (VIF)), companies may choose instead to mail a “Notice of Internet Availability of Proxy Materials” (the “Notice”) and provide shareholders with access to the proxy materials by posting them on an Internet website.

Information that appears on the Notice includes the Internet website address where shareholders can access proxy materials online, instructions for requesting hard-copy proxy materials by mail, telephone or email, and the option to permanently elect to receive hard-copy material for all meetings or only for the meeting specified in the Notice.

The change is a natural and predictable evolution of the proxy process. The prevalence of the Internet provides a meaningful opportunity to make the proxy process more cost-effective for the corporate issuer and therefore, for shareholders. It is also an opportunity to significantly reduce a corporation’s environmental footprint and represents an environmentally friendly communication solution.

Even more significant, it represents a new model in shareholder communication — a model based on choice.

The Evolution of the Proxy Process

In 2007, the Securities and Exchange Commission (SEC) amended the proxy rules to allow companies to provide proxy materials to shareholders through the Internet. This new model of proxy materials is often referred to as “Notice and Access.”

Companies that choose the Notice and Access option are required to post meeting materials on a publicly accessible Internet website other than the SEC's EDGAR Database. Instead of automatically sending shareholders a physical set of proxy materials by mail or e-mail (typically consisting of an annual report, proxy statement and Proxy Card or Vote Instruction Form (VIF)), companies may choose instead to mail a “Notice of Internet Availability of Proxy Materials” (the “Notice”) and provide shareholders with access to the proxy materials by posting them on an Internet website.

Information that appears on the Notice includes the Internet website address where shareholders can access proxy materials online, instructions for requesting hard-copy proxy materials by mail, telephone or email, and the option to permanently elect to receive hard-copy material for all meetings or only for the meeting specified in the Notice.

The change is a natural and predictable evolution of the proxy process. The prevalence of the Internet provides a meaningful opportunity to make the proxy process more cost-effective for the corporate issuer and therefore, for shareholders. It is also an opportunity to significantly reduce a corporation’s environmental footprint and represents an environmentally friendly communication solution.

Even more significant, it represents a new model in shareholder communication — a model based on choice.

The Evolution of the Proxy Process

In 2007, the Securities and Exchange Commission (SEC) amended the proxy rules to allow companies to provide proxy materials to shareholders through the Internet. This new model of proxy materials is often referred to as “Notice and Access.”

Companies that choose the Notice and Access option are required to post meeting materials on a publicly accessible Internet website other than the SEC's EDGAR Database. Instead of automatically sending shareholders a physical set of proxy materials by mail or e-mail (typically consisting of an annual report, proxy statement and Proxy Card or Vote Instruction Form (VIF)), companies may choose instead to mail a “Notice of Internet Availability of Proxy Materials” (the “Notice”) and provide shareholders with access to the proxy materials by posting them on an Internet website.

Information that appears on the Notice includes the Internet website address where shareholders can access proxy materials online, instructions for requesting hard-copy proxy materials by mail, telephone or email, and the option to permanently elect to receive hard-copy material for all meetings or only for the meeting specified in the Notice.

The change is a natural and predictable evolution of the proxy process. The prevalence of the Internet provides a meaningful opportunity to make the proxy process more cost-effective for the corporate issuer and therefore, for shareholders. It is also an opportunity to significantly reduce a corporation’s environmental footprint and represents an environmentally friendly communication solution.

Even more significant, it represents a new model in shareholder communication — a model based on choice.

SEC Rule 14

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