Proxy Statements: Electronic and Internet Delivery

The SEC’s proxy rules permit issuers and other soliciting persons to deliver proxy materials electronically when the shareholder specifically consents to such delivery. Beginning in July 2007, issuers and other soliciting persons can furnish proxy materials to shareholders by posting them on an Internet website (other than EDGAR) and providing shareholders with notice of its availability. These rules apply to all proxy solicitations except those relating to business combinations. The “notice and access” model is voluntary, not mandatory, and does not replace other methods of furnishing proxy materials in paper or email form.

Issuers choosing to follow the “notice and access” model must mail (unless a shareholder has already consented to electronic communications) a “Notice of Internet Availability of Proxy Materials” at least 40 calendar days prior to the shareholder meeting.  A soliciting person other than the issuer following the model must send its Notice by the later of: (1) 40 calendar days prior to the shareholder meeting or (2) 10 days after the issuer begins its solicitation.  The proxy card cannot be sent with this Notice. The Notice must disclose the following:

• the date, time and location of the meeting or corporate action;
  


• an impartial summary of the matters to be voted on at the meeting;
  


• the Internet address for the proxy materials and a list of the materials made available at that address;
  


• instructions on how to access the proxy;
  


• a recommended timeframe for requesting a paper copy to ensure timely delivery; and
  


• information about attending the meeting in person.

Beginning on January 1, 2008, large accelerated filers are required to comply with a revised notice and access model with respect to all proxy solicitations other than those relating to business combination transactions.  Beginning on January 1, 2009, all other issuers, including registered investment companies, and soliciting persons other than the issuer must comply with the revised model with respect to all proxy solicitations other than those relating to business combination transactions.

Under the revised notice and access model, soliciting parties will have two options for providing proxy materials to shareholders: (1) the “notice only” and (2) the “full set delivery” option.  Soliciting parties may use both options simultaneously, that is, use the “notice only” option to provide proxy materials to some shareholders and the “full set delivery” option to provide proxy materials to other shareholders.