Securities Alert
August 2007
Authors:
Kristen Stewart
+1.412.355.8975
kristen.stewart@klgates.com
www.klgates.com
The SEC’s New Rules on Internet Availability of
Proxy Materials Provide Companies with Proxy
Delivery Options
Jeffrey Acre
+1.412.355.6506
jeffrey.acre@klgates.com
K&L Gates comprises approximately 1,400
lawyers in 22 offices located in North
America, Europe and Asia, and represents
capital markets participants, entrepreneurs,
growth and middle market companies,
leading FORTUNE 100 and FTSE 100
global corporations and public sector
entities. For more information, please visit
www.klgates.com.
Introduction
In July 2007, the Securities and Exchange Commission (the “SEC”) amended the proxy
rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to
require issuers and other persons soliciting proxies pursuant to those proxy rules to post their
proxy materials on an Internet Web site. Soliciting persons also are required to provide a
notice to shareholders which informs them of the availability of the materials on the Internet
(a “Notice”). Soliciting persons may opt to rely on the Internet availability of the proxy
materials or to furnish hard copies of the proxy materials to shareholders simultaneously
with the provision of the Notice. A shareholder may choose to receive hard copies of the
proxy materials at no charge, even if the issuer has chosen to rely on the Internet availability
of the proxy materials, in which case an issuer must comply with the shareholders’ stated
preference and provide hard copies of proxy materials to the shareholder. The new rules
similarly apply to consent solicitations and information statements. The new rules do not
apply, however, to solicitations in the context of business combinations.
“Large accelerated filers,” as defined in Rule 12b-2 under the Exchange Act, other than
registered investment companies, must comply with the new proxy rules in connection with
any solicitations commencing on or after January 1, 2008. All other soliciting parties must
comply with the new rules in connection with solicitations commencing on or after January
1, 2009 but may comply voluntarily in solicitations commencing in 2008.
The mandatory “notice and access model” adopted by the SEC in the new proxy rules
provides two options to soliciting parties: (i) the “notice only option,” which is substantially
similar to the voluntary notice and access model adopted by the SEC in January 2007, and
(ii) the “full set delivery option,” which is substantially similar to the means by which issuers
historically have provided proxy materials to shareholders. The two options may be used
in combination by soliciting persons – i.e., an issuer may solicit certain shareholders using
the notice only option and others using the full set delivery option.1
1
A
n issuer may give consideration to several bifurcated approaches, depending on its
circumstances – i.e., (i) notice only option for holders of less than a certain number of
shares versus full set delivery option for holders of greater than that number of shares,
(ii) notice only option for holders who have voted via telephone or Internet in the past
versus full set delivery option for holders who previously have voted only by mailing a
proxy, and (iii) notice only option for domestic holders versus full set delivery option
for foreign holders. With respect to the use of the notice only option for foreign holders,
consideration should be given to whether sending a Notice 40 calendar days in advance
of the meeting provides sufficient time to vote in the event that a foreign holder receives a
Notice and then exercises its option to receive a hard copy of proxy materials in the mail
prior to returning a proxy by mail.
Securities Alert
materials that are available to you on the
Internet. We encourage you to access and
review all of the important information
contained in the proxy materials before
voting.
The summary contained in this Memorandum relates
primarily to the impact of the new proxy rules on
issuers, as opposed to soliciting persons other than
issuers. Because relatively few issuers implemented the
voluntary notice and access model for proxy materials
which was adopted by the SEC in January 2007, only a
small sample of precedent exists at this time from which
evaluations can be made as to the most practical means
of complying with various requirements associated
with the new rules. Accordingly, we will continue to
monitor trends that develop in this area. Also, the SEC
expects to release FAQs relating to the new proxy rules
prior to the end of 2007.
• T he [proxy statement] [information
statement] [annual report to security
holders] [is/are] available at [insert Web
site address].
• If you want to receive a paper or e-mail copy
of these documents, you must request one.
There is no charge to you for requesting a
copy. Please make your request for a copy
as instructed below on or before [insert a
date2] to facilitate timely delivery.”
Notice Only Option
Notice to Shareholders
• The date, time and location of the meeting or,
if corporate action is to be taken by written
consent, the earliest date on which the corporate
action may be effected;
An issuer electing to use the notice only option must
send a Notice to shareholders at least 40 calendar
days before the date of a meeting of shareholders.
The Notice, which must be written in plain English,
also must be filed with the SEC pursuant to Rule
14a-6(b) no later than the date that it is first sent to
shareholders. The Notice must indicate that proxy
materials relating to the meeting of shareholders are
available on a specified Internet Web site and explain
how a shareholder can access the materials. If no
meeting will be convened, a similar Notice must be
sent at least 40 calendar days before the date that
votes, consents or authorizations may be used to effect
any corporate action. In either case, the Notice may
be householded pursuant to Rule 14a-3(e), so long as
each account within a household is able to execute a
separate proxy.
• A clear and impartial identification of each
matter intended to be acted upon;
• The issuer’s recommendations, if any, regarding
the matters intended to be acted upon;3
• A list of the proxy materials available at the
specified Web site;
• A toll-free number, e-mail address and an
Internet Web site address where shareholders
can request a hard copy of the proxy materials,
whether for the meeting to which the notice
relates or for all future meetings;
Other than (i) any information required by state law to
be included in the Notice and (ii) a voluntary warning
to shareholders to inform them that no personal
information other than any applicable identification
or control number is necessary to execute a proxy, the
Notice may not contain any information other than the
following required items:
•T
he following legend, prominently displayed
in boldface type:
“Important Notice Regarding the Availability
of Proxy Materials for the Shareholder
Meeting to Be Held on [insert meeting date].
• T his communication presents only an
overview of the more complete proxy
• Any control or identification numbers that a
shareholder needs to access the related proxy
card electronically;
The new rules do not prescribe a date to be inserted
in this blank. Accordingly, issuers will need to make
their own determination of the necessary lead-time
such that shareholders can receive and evaluate the
proxy materials in sufficient time to return a proxy
for the meeting.
3
No supporting statements may be included in the
Notice.
2
August 2007 | Securities Alert
• Instructions on how to access the proxy card;4
and
• G eneral information about attending the
shareholder meeting and voting in person.
Web site Access
All proxy materials identified in the notice must be
publicly accessible at no cost at the Web site address
indicated in the Notice in one or more formats which
are “convenient for both reading online and printing
on paper.”5 The website address in the Notice must
be specific enough to lead shareholders directly to the
proxy materials, which means that an issuer must give
an address either to a page devoted specifically to the
proxy materials or to a page where the proxy materials
are linked prominently. An issuer may not use the
SEC’s EDGAR system for this purpose. The proxy
materials must be made available on the specified
Web site no later than the date on which the Notice is
first sent to shareholders.6 Any soliciting materials
subsequently used by the issuer also must be posted
on the same Web site no later than the date on which
the materials are first sent to shareholders or otherwise
Access to the proxy card must be arranged so that a
shareholder is not able to execute a proxy without
having access to the related proxy statement. See “
– Execution of Proxies.”
5
While the SEC did not provide guidance on which
formats may be deemed to meet this requirement, it
indicated that issuers should consider the impact of
large files in a given format on shareholders without
broadband connections. In the January 2007 adopting
release for the voluntary notice and access model,
the SEC implied that it may be appropriate in certain
circumstances to provide the proxy materials in two
formats. The SEC indicated that the documents must
be readily searchable in order for the format to be
considered convenient for reading online. The SEC
also indicated that the format convenient for printing
on paper must allow access to a version of the proxy
materials that is substantially identical to the paper
version of the materials. The SEC has not provided
guidance on whether HTML or PDF format would be
acceptable for both purposes.
6
The need to post the proxy materials no later than
when the Notice is first sent, which is at least 40
calendar days prior to the meeting date, also may
impact the timeline for an issuer’s annual report to
shareholders and Form 10-K.
4
made public. All proxy materials must continue to be
available on the specified Web site at least through the
conclusion of the shareholder meeting.
Because the cost savings associated with the notice and
access model are highly dependent on shareholders
approving of their experiences with accessing proxy
materials via the Internet and not opting in large
numbers to continue to receive hard copies, an issuer
should make every effort to structure the presentation
of the Web site and the accessibility of the proxy
materials in a user-friendly manner.
Execution of Proxies
An issuer must provide shareholders with at least one
means of executing proxies as of the time the Notice is
first sent to shareholders. The SEC’s adopting release
indicates that an issuer can satisfy this requirement by,
among other things, providing (i) an electronic voting
platform, (ii) a toll-free telephone number for voting
or (iii) a printable or downloadable proxy card on the
Web site. Because printable or downloadable proxy
cards on the Web site would not have any pre-printed
information specific to a particular shareholder (i.e.,
a control or identification number), an issuer may
prefer that shareholders not use a proxy card available
on the Web site for voting purposes, in which case
a “Do not use” legend may be placed prominently
on the proxy card posted on the Web site and one of
the other methods of executing proxies additionally
must be provided. 7 In the event that a toll-free
telephone number is used, it should be noted that
the telephone number may not appear on the Notice
because a shareholder then would be able to execute a
proxy without necessarily having access to the proxy
statement. Accordingly, the telephone number would
have to appear only on the Web site where the proxy
materials are accessible.
7
I t appears that issuers which implemented the
voluntary notice and access model with the assistance
of Mellon Shareholder Services or LaSalle Bank did
not post a proxy card with their proxy statements
and annual reports. See, e.g., Metal Management,
Inc. and Amerco. Issuers using the voluntary notice
and access model with the assistance of Broadridge
filed Notices containing control numbers to be used
at the indicated Web site in order to access the issuers’
proxy materials. Accordingly, we are not able to
access the applicable Web sites for such issuers to
determine what their practices were.
August 2007 | Securities Alert
• A n issuer may not use shareholder e-mail
addresses obtained solely as a result of requests
for copies of proxy materials for any purpose
other than to provide copies of the proxy
materials to that shareholder pursuant to the
request.
Requests for Hard Copies of Proxy Materials
Upon request by a shareholder, an issuer must send
hard copies or e-mail copies of the proxy materials to
the requesting shareholder at no cost via the requested
means. If such a request is received prior to the
conclusion of the meeting, an issuer must respond
no more than three business days after receiving
the request, and First Class mail must be used in
connection with requests for hard copies. An issuer is
not required to respond within three business days or to
use First Class mail when the request is received after
the conclusion of the meeting. Shareholders also must
be able to elect to permanently receive hard copies or
e-mail copies of the proxy materials used in connection
with all future proxy solicitations. An issuer must
maintain records of shareholders who make such an
election. While the adopting release with respect to the
new proxy rules is silent on the topic, a footnote in the
January 2007 adopting release for the voluntary notice
and access model indicated that issuers are permitted to
establish incentives to encourage shareholders to rely
on Internet availability.
In order to facilitate requests by shareholders for
hard copies or e-mail copies, an issuer may elect to
include a pre-addressed, postage-paid reply card in the
package containing the Notice for use by requesting
shareholders in conveying their request to the issuer.
No other materials may accompany the Notice. Given
the potential delay involved in mailing the card back
to the issuer, issuers may prefer to not include such a
card in the Notice package and instead to rely on the
use of a toll-free number to request copies.
Provision of Proxy Cards
An issuer must wait until at least 10 calendar days
after sending the Notice before sending hard copies
or e-mail copies of the proxy card, except where the
proxy card is accompanied or preceded by copies of
the proxy statement and annual report, if required, sent
via the same means. An additional copy of the Notice
must accompany the proxy card.
Web site Security Measures
An issuer must implement a number of security
measures with respect to the Internet Web site on
which proxy materials are posted in order to protect the
anonymity of persons accessing the Web site, including
the following:
• S hareholder e-mail addresses may not be
disclosed to any person, other than agents or
employees of the issuer in order to facilitate
delivery of copies of the proxy materials
pursuant to the shareholder’s request.
• An issuer is prohibited from installing cookies
or other tracking features on the Web site,
which effectively may require an issuer to
create a segregated page on its corporate Web
site or a new Web site for this purpose.
• W hile an issuer is not required to disable
connection logs, it may not use the numerical
IP addresses which are automatically tracked in
the logs to attempt to gather more information
about persons accessing the Web site.
An issuer should consider the feasibility of
implementing these heightened security measures
in the event that it wishes to use its own corporate
Web site for purposes of posting proxy materials.
Otherwise, an issuer should consider establishing a
separate Web site.
Full Set Delivery Option
An issuer electing to implement the full set delivery
option would send a Notice accompanied by a full
set of proxy materials. Alternatively, the information
required to appear in the Notice could be incorporated
into the proxy statement and proxy card, in which case
no separate Notice need be included with the materials,
and the set of proxy materials sent to shareholders
would remain substantially the same as it has been
historically. It is not necessary that the proxy materials
be sent at least 40 days before the meeting date when
using the full set delivery option.8 As with the notice
only option, issuers must post the proxy materials on a
8
I ssuers likely would implement a similar timetable
as they historically have used for proxy statement
delivery – i.e., mailing proxy materials approximately
30 calendar days prior to the meeting date and
otherwise in compliance with applicable state laws
and regulations.
August 2007 | Securities Alert
publicly accessible Web site no later than the date the
Notice is first sent to shareholders. The Notice may
be householded pursuant to Rule 14a-3(e), so long as
each account within a household is able to execute a
separate proxy.
Notice to Shareholders
The information that must be included in the Notice,
or otherwise inserted into the proxy materials if no
separate Notice is used, includes the following:
•T
he following legend, prominently displayed
in boldface type:
“Important Notice Regarding the Availability
of Proxy Materials for the Shareholder
Meeting to Be Held on [insert meeting date].
• T he [proxy statement] [information
statement] [annual report to security
holders] [is/are] available at [insert Web
site address].”
•T
he date, time and location of the meeting or,
if corporate action is to be taken by written
consent, the earliest date on which the corporate
action may be effected;
•A
clear and impartial identification of each
matter intended to be acted upon;
•T
he issuer’s recommendations, if any, regarding
the matters intended to be acted upon;9
•A
list of the proxy materials available at the
specified Web site;
•A
ny control or identification numbers that a
shareholder would need to access the proxy
card electronically; and
•G
eneral information about attending the
shareholder meeting and voting in person.
In the event that an issuer elects to provide a separate
Notice, the Notice must be filed with the SEC pursuant
to Rule 14a-6(b) no later than the date that it is first
sent to shareholders.
An issuer electing to use the full set delivery option is
not required to provide hard copies or e-mail copies
upon request to shareholders who have been furnished
9
with proxy materials, although it may elect to do so to
facilitate voting.
Web site Access
All proxy materials identified in the Notice or the
proxy statement and proxy card, if no separate Notice
is provided, must be publicly accessible at no cost at
the indicated Web site address in one or more formats
which are “convenient for both reading online and
printing on paper.”10 The website address in the Notice
must be specific enough to lead shareholders directly to
the proxy materials, which means that an issuer must
give an address either to a page devoted specifically
to the proxy materials or to a page where the proxy
materials are linked prominently. An issuer may not
use the SEC’s EDGAR system for this purpose. The
proxy materials must be made available on the specified
Web site no later than the date on which the Notice is
first sent to shareholders. Any soliciting materials
subsequently used by the issuer also must be posted
on the same Web site no later than the date on which
the materials are first sent to shareholders or otherwise
made public. All proxy materials must continue to be
available on the specified Web site at least through the
conclusion of the shareholder meeting.
Proxy Cards
Because an issuer utilizing the full set delivery option
already will have provided a proxy card or request for
voting instructions, as the case may be, the issuer is not
required to provide any other means for shareholders
to execute proxies or submit voting instructions. In
the event that an issuer decides to deliver an additional
copy of a proxy card to shareholders, the subsequent
proxy card is not required to be accompanied by a
copy of the Notice, as is the case with the notice only
option. Such additional proxy cards may be provided
at any time after the full set of proxy materials have
been sent. Because printable or downloadable proxy
cards on the Web site would not have any preprinted
information specific to a particular shareholder (i.e., a
control or identification number), issuers may prefer
that shareholders not use a proxy card posted on the
Web site for voting purposes, in which case a “Do not
use” legend may be placed prominently on the proxy
card posted on the Web site.11
o supporting statements may be included in the
N
Notice.
August 2007 | Securities Alert
Web site Security Measures
An issuer must implement the same security measures
with respect to the Internet Web site on which proxy
materials are posted as are required under the notice
only option.
•A
n issuer may not use shareholder e-mail
addresses obtained solely as a result of requests
for copies of proxy materials for any purpose
other than to provide copies of the proxy
materials to that shareholder pursuant to the
request.
•S
hareholder e-mail addresses may not be
disclosed to any person, other than agents or
employees of the issuer in order to facilitate
delivery of copies of the proxy materials
pursuant to the shareholder’s request.
•A
n issuer is prohibited from installing cookies
or other tracking features on the Web site,
which effectively may require an issuer to
create a segregated page on its corporate Web
site or a new Web site for this purpose.
•W
hile an issuer is not required to disable
connection logs, it may not use the numerical
IP addresses which are automatically tracked in
the logs to attempt to gather more information
about persons accessing the Web site.
An issuer should consider the feasibility of
implementing these heightened security measures
in the event that it wishes to use its own corporate
Web site for purposes of posting proxy materials.
Otherwise, an issuer should consider establishing a
separate Web site.
Impact on Intermediaries
As a result of the new proxy rules, an intermediary,
such as a broker-dealer or bank, must prepare Notices
or include comparable information in requests for
voting instructions and post the proxy materials on
a Web site for use by the intermediary’s customers.
If an issuer elects to use the notice only option, an
intermediary holding the issuer’s securities on behalf
of its clients also must post the proxy materials,
including its own Notice, at least 40 calendar days
before the shareholder meeting. The intermediary’s
Notice generally would consist of the same types
of information as an issuer’s Notice, except that the
intermediary’s Notice would be tailored for use by
beneficial owners. Because the intermediary needs
time to draft its own Notice and may need to create a
Web site on which to post the proxy materials, an issuer
should allot at least an additional five to seven business
days for this process in its proxy timeline and plan to
have its proxy materials finalized in sufficient time for
this process to be completed in light of the issuer’s
solicitation timeline.
If the issuer elects the full set delivery option, the
intermediary must either send a separate Notice to
the beneficial owners along with the full set of proxy
materials or include the information required to be in
the Notice in its request for voting instructions. As is
the case with the traditional proxy material delivery
methods, the intermediary must forward the full set
of proxy materials to the beneficial owners within five
business days of receipt from the issuer or the issuer’s
agent.
Summary of Issuer Action Items
Below are action items that an issuer should consider
when constructing its proxy solicitation timeline for
solicitations subject to the new rules.
• Determine whether and to what extent the
notice only option will be used.
• Determine whether a proxy solicitor will be
used to help implement the new rules. A
proxy solicitor may handle the establishment
of the Web site on which the proxy materials
will be posted and assist with other logistical
arrangements involved in implementing the
new rules.
• If a proxy solicitor is not used, coordinate with
information system specialists to construct
a plan for the Web site on which the proxy
materials will be posted. Also, determine
the formats that will be used for the proxy
materials available on the Web site. Plan on
having the Web site fully operational at least
50 calendar days prior to the meeting since
shareholders must be able to access the proxy
materials at the time that Notices are first sent,
which will be at least 40 calendar days prior to
the meeting. This will allow time for testing
and resolving issues.
August 2007 | Securities Alert
•C
ontact intermediaries early in the process to
inquire as to how many days in advance of
the 40-calendar day deadline they will need to
receive the proxy materials for their purposes
(likely to be approximately five to seven
business days).
• I f the full set delivery option is going to be
used for some or all shareholders, determine
whether to use a separate Notice or to include
the Notice information in the proxy statement
and proxy card.
•P
lan on having proxy materials finalized no
later than 50 calendar days prior to the annual
meeting.
• I f the notice only option is going to be used for
some or all shareholders, determine whether
hard copies of proxy cards will be mailed to
shareholders to facilitate voting. If so, such
proxy cards may not be sent until 10 calendar
days after the Notices are first sent.
• I f the notice only option is going to be used
for some or all shareholders, determine which
means will be provided to shareholders to
execute proxies as of the time the Notice is first
sent to shareholders. A related decision will
be whether it is feasible to include a printable
or downloadable proxy card on the Web site
on which proxy materials are posted. Also, if
control or identification numbers will be needed
to access a proxy card electronically, additional
logistical issues may need to be considered.
• I f the notice only option is going to be used for
some or all shareholders, ensure that proper
coordination will be involved so that Notices
are not mailed unless the issuer (i) has the
proxy materials available on the indicated Web
site and (ii) has filed the Notice and definitive
proxy statement with the SEC. Similarly,
if the full set delivery option is going to be
used for some or all shareholders, ensure that
proxy materials will not be mailed unless the
issuer (i) has the proxy materials available on
the indicated Web site and (ii) has filed the
definitive proxy statement with the SEC.
• Establish procedures to promptly respond to
shareholder requests for hard copies or e-mail
copies of proxy materials.
• Establish procedures to maintain records of
shareholders who elect to receive hard copies
or e-mail copies of proxy materials in the future
solicitations.
10
See footnote 5.
11
See footnote 7.
• An issuer is prohibited from installing cookies
or other tracking features on the Web site,
which effectively may require an issuer to
create a segregated page on its corporate Web
site or a new Web site for this purpose.
• W hile an issuer is not required to disable
connection logs, it may not use the numerical
IP addresses which are automatically tracked in
the logs to attempt to gather more information
about persons accessing the Web site.
An issuer should consider the feasibility of
implementing these heightened security measures
in the event that it wishes to use its own corporate
Web site for purposes of posting proxy materials.
Otherwise, an issuer should consider establishing a
separate Web site.
Impact on Intermediaries
As a result of the new proxy rules, an intermediary,
such as a broker-dealer or bank, must prepare Notices
or include comparable information in requests for
voting instructions and post the proxy materials on
a Web site for use by the intermediary’s customers.
If an issuer elects to use the notice only option, an
intermediary holding the issuer’s securities on behalf
of its clients also must post the proxy materials,
including its own Notice, at least 40 calendar days
before the shareholder meeting. The intermediary’s
Notice generally would consist of the same types
of information as an issuer’s Notice, except that the
intermediary’s Notice would be tailored for use by
August 2007 | Securities Alert
beneficial owners. Because the intermediary needs
time to draft its own Notice and may need to create a
Web site on which to post the proxy materials, an issuer
should allot at least an additional five to seven business
days for this process in its proxy timeline and plan to
have its proxy materials finalized in sufficient time for
this process to be completed in light of the issuer’s
solicitation timeline.
If the issuer elects the full set delivery option, the
intermediary must either send a separate Notice to
the beneficial owners along with the full set of proxy
materials or include the information required to be in
the Notice in its request for voting instructions. As is
the case with the traditional proxy material delivery
methods, the intermediary must forward the full set
of proxy materials to the beneficial owners within five
business days of receipt from the issuer or the issuer’s
agent.
Summary of Issuer Action Items
Below are action items that an issuer should consider
when constructing its proxy solicitation timeline for
solicitations subject to the new rules.
• Determine whether and to what extent the
notice only option will be used.
• Determine whether a proxy solicitor will be
used to help implement the new rules. A
proxy solicitor may handle the establishment
of the Web site on which the proxy materials
will be posted and assist with other logistical
arrangements involved in implementing the
new rules.
• If a proxy solicitor is not used, coordinate with
information system specialists to construct
a plan for the Web site on which the proxy
materials will be posted. Also, determine
the formats that will be used for the proxy
materials available on the Web site. Plan on
having the Web site fully operational at least
50 calendar days prior to the meeting since
shareholders must be able to access the proxy
materials at the time that Notices are first sent,
which will be at least 40 calendar days prior to
the meeting. This will allow time for testing
and resolving issues.
• Contact intermediaries early in the process to
inquire as to how many days in advance of
the 40-calendar day deadline they will need to
receive the proxy materials for their purposes
(likely to be approximately five to seven
business days).
• If the full set delivery option is going to be
used for some or all shareholders, determine
whether to use a separate Notice or to include
the Notice information in the proxy statement
and proxy card.
• Plan on having proxy materials finalized no
later than 50 calendar days prior to the annual
meeting.
• If the notice only option is going to be used for
some or all shareholders, determine whether
hard copies of proxy cards will be mailed to
shareholders to facilitate voting. If so, such
proxy cards may not be sent until 10 calendar
days after the Notices are first sent.
• If the notice only option is going to be used
for some or all shareholders, determine which
means will be provided to shareholders to
execute proxies as of the time the Notice is first
sent to shareholders. A related decision will
be whether it is feasible to include a printable
or downloadable proxy card on the Web site
on which proxy materials are posted. Also, if
control or identification numbers will be needed
to access a proxy card electronically, additional
logistical issues may need to be considered.
• If the notice only option is going to be used for
some or all shareholders, ensure that proper
coordination will be involved so that Notices
are not mailed unless the issuer (i) has the
proxy materials available on the indicated Web
site and (ii) has filed the Notice and definitive
proxy statement with the SEC. Similarly,
August 2007 | Securities Alert
if the full set delivery option is going to be
used for some or all shareholders, ensure that
proxy materials will not be mailed unless the
issuer (i) has the proxy materials available on
the indicated Web site and (ii) has filed the
definitive proxy statement with the SEC.
• Establish procedures to promptly respond to
shareholder requests for hard copies or e-mail
copies of proxy materials.
• Establish procedures to maintain records of
shareholders who elect to receive hard copies
or e-mail copies of proxy materials in the future
solicitations.
K&L Gates comprises multiple affiliated partnerships: a limited liability partnership with the full name Kirkpatrick & Lockhart Preston Gates Ellis LLP qualified
in Delaware and maintaining offices throughout the U.S., in Berlin, and in Beijing (Kirkpatrick & Lockhart Preston Gates Ellis LLP Beijing Representative
Office); a limited liability partnership (also named Kirkpatrick & Lockhart Preston Gates Ellis LLP) incorporated in England and maintaining our London
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August 2007 |