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Rule 14a-16

Internet Availability of Proxy Materials

A few weeks ago, I wrote about shareholder meeting timelines, which included a brief discussion as to how a company can increase, or decrease, a meeting timeline by delivering proxy materials by making them available on the internet – see HERE.  This week I am going to drill down on Rule 14a-16 including disclosure obligation and technical requirements for utilizing “Internet Availability of Proxy Materials.”

Rule 14a-16 – Internet Availability of Proxy Materials             

Rule 14a-16 governs a company’s ability to make proxy materials available over the internet, as opposed to printing and mailing, which can be expensive and time consuming.  Rule 14a-16 provides that when a company is making proxy materials available over the internet, it must mail a notice to all security holders a minimum of 40 calendar days before the meeting, or if there is no meeting, before the consents or authorizations may be used to affect the consented upon corporate action.

Companies may not

Understanding the Shareholder Meeting Timeline

Proxy season is fast approaching.  Whether it is for an annual meeting or special shareholder meeting, clients are always asking how quickly they can schedule a shareholder meeting, or where action is taken by consent, how quickly the company can effectuate such consented upon action.  The answer depends on several factors, including whether the meeting is a special or annual meeting, if annual, whether there are any “non-routine” items on the agenda, and whether the company intends to mail out all proxy materials or just a notice of internet availability of such materials.  Although I have written about the proxy rules many times, this is the first blog where I drill down and focus on the timeline.

The federal proxy rules can be found in Section 14 of the Securities Exchange Act of 1934 (“Exchange Act”) and the rules promulgated thereunder.  The rules apply to any company which has securities registered under Section 12 of the Exchange Act. Section 14

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