Notice and Access
Under the Notice and Access rule effective January 1, 2009, issuers are required to post proxy and annual meeting materials on an internet website and to provide notice to shareholders of the electronic availability of those materials. See SEC Release 34-56135.
Requirements Applicable to the Notice and Access Rules:
- “Notice” must be provided to shareholders (containing specific information described herein), informing them that the company’s proxy material can be “accessed” at a publicly accessible Web site on the Internet (not through the SEC’s Web site) and explaining how to access those materials.
- Companies must provide such Notice to shareholders effective January 1, 2009 and may not send the Notice to shareholders prior to July 1, 2007.
- Any shareholder may opt out of the Internet delivery model by requesting a paper or e-mail copy of the proxy materials and the shareholder’s preference to receive paper copies continues with respect to subsequent solicitations, unless revoked by the shareholder.
- State law obligations are unaffected by the new rules, and adherence to the “notice and access” model would not be sufficient where state law requires notice in paper.
- Soliciting persons, other than the company, are not required to furnish information to all shareholders and may selectively solicit shareholders.
- The “notice and access” model may not be used with proxy solicitations related to business combination transactions.
Issuers can comply with these rules in two ways:
1. Notice Only- Sending the Notice without a full set of Proxy Materials.
- A bold-face header or legend stating that the proxy materials can be accessed through the Internet.
- The Notice must contain a list of the materials being made available at the specified web site.
- The Notice must contain contact information for investors to request physical proxy materials (Toll free phone number, email address, web site address).
- The Notice must indicate the last date a paper copy can be requested before the meeting and that shareholders can obtain the materials at no cost.
- The Notice must be sent at least 40 calendar days before the shareholder meeting date and cannot contain the proxy voting card on the first mailing.
- The Notice must state each proposal to be voted upon with the issuer's recommendation.
- The Notice must specify the meeting time, date and place.
- Instructions on how to vote must be clearly stated with the web address and control number for online voting.
2. Full Set Delivery- Sending the Notice with a full set of Proxy Materials.
- The Notice must accompany the full set of proxy materials. It may be incorporated into the proxy statement or proxy voting card.
- This option does not require the materials to be sent the full 40 calendar days in advance of the meeting (consult with your attorney).
Colonial has developed a state-of-the-art proxy platform that meets all Notice and Access requirements and includes real time online proxy voting and fulfillment tracking.
, please visit the Annual Meeting page. If you would like to learn more about Notice and Access or Colonial's online proxy voting platform, please contact your Colonial account manager.