The SEC has released the language of amendments to the proxy rules that will require issuers and other soliciting persons to post proxy materials online. As posted earlier here, under the new rules, issuers have two options for making proxy materials available to shareholders:
(1) Post proxy materials on an Internet Web site and send a notice to shareholders that materials are online at least 40 days before the shareholders’ meeting. Shareholders can still request hard copies, including a permanent request for paper or e-mail copies for all meetings.
(2) Post proxy materials on an Internet Web site, send a notice to shareholders that materials are online, and still deliver a hard copy of materials to each shareholder.
Neither option is exclusive. After posting the materials online, the issuer may submit just the notice to some shareholders and the notice plus the hard copy to other shareholders.
Finally, the issuer must provide shareholders with a method to execute proxies as of the time the notice is first sent to shareholders. Some had worried this would mean issuers have to establish an Internet voting platform. The SEC has assured issuers that this requirement can be satisfied through a variety of methods, including an Internet voting platform, a toll-free telephone number for voting, or a printable or downloadable proxy card on the Web site. Interestingly, a toll-free telephone number for voting may appear on the Web site, but not the notice, because it would allow a shareholder to vote a proxy without having access to the proxy statement.
The new rules are effective for Large Accelerated Filers on January 1, 2008, and other filers and persons soliciting proxy materials on January 1, 2009.
