The Securities and Exchange Commission adopted an amendment to its proxy statement rules announced in July 2007. Large accelerated filers must comply with the amendments for all proxy solicitations beginning on or after
The rules require a company to post its materials on a publicly accessible website and provide shareholders with a notice explaining how to access those materials and informing them that the materials are available.
The rules also require that intermediaries (such as banks, brokers) follow the notice and access model to furnish a company's materials to beneficial owners.
Companies may choose between the two models in delivering proxy materials to their shareholders. First, under Notice Only Option, the company mails a paper "Notice of Internet Availability of proxy materials" to all shareholders no later than 40 calendar days before the meeting. The notice contains, among the items a legend encouraging stockholders to access and view proxy materials on the Internet, the date, time and place of the meeting.
The other option is the Full Set Delivery Option. The company mails the "Notice of Internet Availability of proxy materials" with a full set of proxy materials. Upon request from a record holder or intermediary, the company must provide an electronic copy by email within three business days.
There are issues that a company should consider when implementing the new eProxy rules. Companies will need to assess the implications of
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