Electronic Availability of Proxy Materials to Be Required

Rules will apply to all proxy and information statements for solicitations, except business combination transactions.

Issuers will be required to post all proxy materials on publicly accessible Web sites, even if materials are also delivered in paper.

The Securities and Exchange Commission (SEC) has recently finalized its so-called "e-proxy" rules, which will require all issuers to post their annual meeting materials on a publicly available Internet site (which must be different from the SEC's Web site). While all proxy materials must be available electronically, issuers will have a choice as to the means of delivery of those materials. As the SEC notes in its release adopting these rules, these changes "are intended to provide all shareholders with the ability to choose the means by which they access proxy materials, to expand use of the Internet potentially to lower the costs of proxy solicitations, and to improve the efficiency of the proxy process and shareholder communications." Issuers electing electronic delivery will still be required to have a supply of proxy materials available in paper copies for those shareholders who request them.

Under the new rules, issuers can either elect the "notice only" or the "full set delivery" option. To read more detailed information on these two options and the compliance dates associated with the rules, please see this Mintz Levin Securities Law Advisory.