17 CFR 240.14a-16 - Internet availability of proxy materials.
(1) A registrant shall furnish a proxy statement pursuant to § 240.14a-3(a), or an annual report to security holders pursuant to § 240.14a-3(b), to a security holder by sending the security holder a Notice of Internet Availability of Proxy Materials, as described in this section, 40 calendar days or more prior to the security holder meeting date, or if no meeting is to be held, 40 calendar days or more prior to the date the votes, consents or authorizations may be used to effect the corporate action, and complying with all other requirements of this section.
(2) Unless the registrant chooses to follow the full set delivery option set forth in paragraph (n) of this section, it must provide the record holder or respondent bank with all information listed in paragraph (d) of this section in sufficient time for the record holder or respondent bank to prepare, print and send a Notice of Internet Availability of ProxyMaterials to beneficial owners at least 40 calendar days before the meeting date.
(1) All materials identified in the Notice of Internet Availability of ProxyMaterials must be publicly accessible, free of charge, at the Web site address specified in the notice on or before the time that the notice is sent to the security holder and such materials must remain available on that Web site through the conclusion of the meeting of security holders.
(2) All additional soliciting materials sent to security holders or made public after the Notice of Internet Availability of ProxyMaterials has been sent must be made publicly accessible at the specified Web site address no later than the day on which such materials are first sent to security holders or made public.
(c) The materials must be presented on the Web site in a format, or formats, convenient for both reading online and printing on paper.
(2) An indication that the communication is not a form for voting and presents only an overview of the more complete proxymaterials, which contain important information and are available on the Internet or by mail, and encouraging a security holder to access and review the proxymaterials before voting;
(4)Instructions regarding how a security holder may request a paper or e-mail copy of the proxymaterials at no charge, including the date by which they should make the request to facilitate timely delivery, and an indication that they will not otherwise receive a paper or e-mail copy;
(6) A clear and impartial identification of each separate matter intended to be acted on and the soliciting person's recommendations, if any, regarding those matters, but no supporting statements;
(8) A toll-free telephone number, an e-mail address, and an Internet Web site where the security holder can request a copy of the proxy statement, annual report to security holders, and form of proxy, relating to all of the registrant's future security holder meetings and for the particular meeting to which the proxymaterials being furnished relate;
(10)Instructions on how to access the form of proxy, provided that such instructions do not enable a security holder to execute a proxy without having access to the proxy statement and, if required by § 240.14a-3(b), the annual report to security holders; and
(11) Information on how to obtain directions to be able to attend the meeting and vote in person.
(1) The Notice of Internet Availability of ProxyMaterials may not be incorporated into, or combined with, another document, except that it may be incorporated into, or combined with, a notice of security holder meeting required under state law, unless state law prohibits such incorporation or combination.
(2) The Notice of Internet Availability of ProxyMaterials may contain only the information required by paragraph (d) of this section and any additional information required to be included in a notice of security holders meeting under state law; provided that:
(1) Except as provided in paragraph (h) of this section, the Notice of Internet Availability of ProxyMaterials must be sent separately from other types of security holder communications and may not accompany any other document or materials, including the form of proxy.
(i) A pre-addressed, postage-paid reply card for requesting a copy of the proxy materials;
(iii) In the case of an investment company registered under the Investment Company Act of 1940, the company's prospectus, a summary prospectus that satisfies the requirements of § 230.498(b) of this chapter, or a report that is required to be transmitted to stockholders by section 30(e) of the Investment Company Act (15 U.S.C. 80a-29(e)) and the rules thereunder; and
(2) The registrant must draft the language in the Notice of Internet Availability of ProxyMaterials so that, at a minimum, it substantially complies with each of the following plain English writing principles:
(i) Short sentences;
(ii) Definite, concrete, everyday words;
(iii) Active voice;
(v) No legal jargon or highly technical business terms; and
(vi) No multiple negatives.
(3) In designing the Notice of Internet Availability of Proxy Materials, the registrant may include pictures, logos, or similar design elements so long as the design is not misleading and the required information is clear.
(1) At least 10 calendar days or more have passed since the date it first sent the Notice of Internet Availability of ProxyMaterials to security holders and the form of proxy is accompanied by a copy of the Notice of Internet Availability of ProxyMaterials; or
(i) The registrant must file a form of the Notice of Internet Availability of ProxyMaterials with the Commission pursuant to § 240.14a-6(b) no later than the date that the registrant first sends the notice to security holders.
(j)Obligation to provide copies.
(1) The registrant must send, at no cost to the record holder or respondent bank and by U.S. first class mail or other reasonably prompt means, a paper copy of the proxy statement, information statement, annual report to security holders, and form of proxy (to the extent each of those documents is applicable) to any record holder or respondent bank requesting such a copy within three business days after receiving a request for a paper copy.
(2) The registrant must send, at no cost to the record holder or respondent bank and via e-mail, an electronic copy of the proxy statement, information statement, annual report to security holders, and form of proxy (to the extent each of those documents is applicable) to any record holder or respondent bank requesting such a copy within three business days after receiving a request for an electronic copy via e-mail.
(3) The registrant must provide copies of the proxymaterials for one year after the conclusion of the meeting or corporate action to which the proxymaterials relate, provided that, if the registrant receives the request after the conclusion of the meeting or corporate action to which the proxymaterials relate, the registrant need not send copies via First Class mail and need not respond to such request within three business days.
(4) The registrant must maintain records of security holder requests to receive materials in paper or via e-mail for future solicitations and must continue to provide copies of the materials to a security holder who has made such a request until the security holder revokes such request.
(k)Security holder information.
(2) The registrant and its agents shall not use any e-mail address obtained from a security holder solely for the purpose of requesting a copy of proxymaterials pursuant to paragraph (j) of this section for any purpose other than to send a copy of those materials to that security holder. The registrant shall not disclose such information to any person other than an employee or agent to the extent necessary to send a copy of the proxymaterials pursuant to paragraph (j) of this section.
(1) A soliciting person other than the registrant is required to provide copies of its proxymaterials only to security holders to whom it has sent a Notice of Internet Availability of ProxyMaterials; and
(i) 40 Calendar days prior to the security holder meeting date or, if no meeting is to be held, 40 calendar days prior to the date the votes, consents, or authorizations may be used to effect the corporate action; or
(ii) The date on which it files its definitive proxy statement with the Commission, provided its preliminary proxy statement is filed no later than 10 calendar days after the date that the registrantfiles its definitive proxy statement.
(3)Content of the soliciting person's Notice of Internet Availability of Proxy Materials.
(i) If, at the time a soliciting person other than the registrant sends its Notice of Internet Availability of ProxyMaterials, the soliciting person is not aware of all matters on the registrant's agenda for the meeting of security holders, the soliciting person's Notice on Internet Availability of ProxyMaterials must provide a clear and impartial identification of each separate matter on the agenda to the extent known by the soliciting person at that time. The soliciting person's notice also must include a clear statement indicating that there may be additional agenda items of which the soliciting person is not aware and that the security holder cannot direct a vote for those items on the soliciting person's proxy card provided at that time.
(ii) If a soliciting person other than the registrant sends a form of proxy not containing all matters intended to be acted upon, the Notice of Internet Availability of ProxyMaterials must clearly state whether execution of the form of proxy will invalidate a security holder's prior vote on matters not presented on the form of proxy.
(m) This section shall not apply to a proxysolicitation in connection with a business combination transaction, as defined in § 230.165 of this chapter, as well as transactions for cash consideration requiring disclosure under Item 14 of § 240.14a-101.
(n)Full Set Delivery Option.
(i) A copy of the proxy statement;
(iii) A form of proxy.
(ii) Send a full set of proxymaterials without a Notice of Internet Availability of ProxyMaterials if all of the information required in a Notice of Internet Availability of ProxyMaterials pursuant to paragraphs (d) and (n)(4) of this section is incorporated in the proxy statement and the form of proxy.
(i) The timing provisions of paragraphs (a) and (l)(2) of this section; and
(4) A registrant or other soliciting person that sends a full set of proxymaterials to a security holder pursuant to this paragraph (n) need not include in its Notice of Internet Availability of ProxyMaterials, proxy statement, or form of proxy the following disclosures:
Title 17 published on 2015-12-04
The following are ALL rules, proposed rules, and notices (chronologically) published in the Federal Register relating to 17 CFR Part 240 after this date.
- 17 CFR 240.14b-2 — Obligation of Banks, Associations and Other Entities That Exercise Fiduciary Powers in Connection With the Prompt Forwarding of Certain Communications to Beneficial Owners.
- 17 CFR 240.14a-101 — Schedule 14A. Information Required in Proxy Statement.
- 17 CFR 240.14a-7 — Obligations of Registrants to Provide a List Of, or Mail Soliciting Material To, Security Holders.
- 17 CFR 240.14b-1 — Obligation of Registered Brokers and Dealers in Connection With the Prompt Forwarding of Certain Communications to Beneficial Owners.
- 17 CFR 240.14a-3 — Information to Be Furnished to Security Holders.
Title 17 published on 2015-12-04.
The following are only the Rules published in the Federal Register after the published date of Title 17.
For a complete list of all Rules, Proposed Rules, and Notices view the Rulemaking tab.