(1) The terms “solicit” and “solicitation” include:
(i) Any request for a proxy whether or not accompanied by or included in a form of proxy:
(ii) Any request to execute or not to execute, or to revoke, a proxy; or
(iii) The furnishing of a form of proxy or other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, including:
(A) Any proxy voting advice that makes a recommendation to a security holder as to its vote, consent, or authorization on a specific matter for which security holder approval is solicited, and that is furnished by a person that markets its expertise as a provider of such proxy voting advice, separately from other forms of investment advice, and sells such proxy voting advice for a fee.
(B) [Reserved]
(2) The terms do not apply, however, to:
(i) The furnishing of a form of proxy to a security holder upon the unsolicited request of such security holder;
(ii) The performance by the registrant of acts required by § 240.14a–7;
(iii) The performance by any person of ministerial acts on behalf of a person soliciting a proxy;
(iv) A communication by a security holder who does not otherwise engage in a proxy solicitation (other than a solicitation exempt under § 240.14a–2) stating how the security holder intends to vote and the reasons therefor, provided that the communication:
(A) Is made by means of speeches in public forums, press releases, published or broadcast opinions, statements, or advertisements appearing in a broadcast media, or newspaper, magazine or other bona fide publication disseminated on a regular basis,
(B) Is directed to persons to whom the security holder owes a fiduciary duty in connection with the voting of securities of a registrant held by the security holder, or
(C) Is made in response to unsolicited requests for additional information with respect to a prior communication by the security holder made pursuant to this paragraph (l)(2)(iv); or
(v) The furnishing of any proxy voting advice by a person who furnishes such advice only in response to an unprompted request.


17 CFR § 240.14a-1

Scoping language

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