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Proponents Increasingly Proactive Promoting Their Issues
New York - May 22, 2012 John Laide

Read any good PX14A6G filings lately? During the 2012 proxy season, sponsors of shareholder proposals have been increasingly making use of rules allowing them to further press their case to stockholders to support their issues. Pursuant to Rule 14a-2(b)(1) of the Exchange Act, a shareholder can freely communicate its views to stockholders without having to comply with the proxy filing and disclosure rules associated with a contested solicitation if it is not seeking proxy voting authority (i.e. the shareholder is not seeking the power to act as proxy for a stockholder and does not provide its own proxy card in its materials). If the shareholder making the communication owns at least $5 million in company stock, it must file or mail to the SEC a Notice of Exempt Solicitation (SEC form PX14A6G) no later than three days after a written solicitation is first sent or given to any security holder (some shareholders not required to file do so on a voluntary basis). The filing itself generally takes the form of a letter to fellow shareholders attempting to persuade them to vote for a proposal the shareholder is sponsoring, to vote against a management proposal, or to withhold votes for directors, and will appear on the SEC's EDGAR filing system alongside the company's other filings. An exempt solicitation provides an easy, cost-effective way for proponents to express their views and lobby fellow shareholders beyond the 500-word limit imposed by Rule 14a-8 for a proposal and supporting statement in the company's proxy statement. The 45 exempt solicitation campaigns announced so far this year is the most in any year since FactSet SharkWatch began tracking these campaigns in 2006 and represents a 67% increase over last year and 200% more than those announced in 2006.



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