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Proxy Statements: Electronic and Internet DeliveryThe 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:
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. The “notice only” option is identical to the voluntary notice and access model, as described above. The “full set delivery” option is similar to the traditional proxy delivery process that generally involves mailing paper copies to shareholders, except that it also requires the soliciting party (1) to post its proxy materials on an Internet Web site and (2) to send a Notice (or incorporate the information required in a Notice into its proxy materials) informing shareholders of the Internet availability of the proxy materials. http://www.sec.gov/answers/proxydelivery.htm
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