Company Name: Interpublic Group of Cos., Inc.
Public Availability Date: January 25, 2005
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
December 20, 2004
BY HAND DELIVERY
Office of the Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Interpublic Group of Companies, Inc.Shareholder Proposal Submitted by
William Steiner
Ladies and Gentlemen:
We are counsel to The Interpublic Group of Companies, Inc., a Delaware
corporation (the "Company"). The Company has received from William Steiner (the
"Proponent") a letter dated August 22, 2004, enclosing the text of a shareholder
proposal and supporting statement. This letter was followed by a second letter,
dated October 20, 2004, purporting to be an "update" of the first letter, and
which, without further explanation, contains modifications to both the
shareholder proposal and supporting statement as initially submitted. The
Company has interpreted this sequence of communication to mean that the text of
the shareholder proposal (the "Proposal") and supporting statement (the
"Supporting Statement") the Proponent wishes to have considered for inclusion in
the Company's proxy materials for its 2005 Annual Meeting of Stockholders (the
"2005 Annual Meeting") are those set forth in the second letter. Copies of both
the August 22, 2004 letter and the October 20, 2004 letter are attached hereto.
In accordance with Rule 14a-8(j)(2), we have enclosed six copies of this letter.
The purpose of this letter is to request confirmation that the Division of
Corporation Finance (the "Division") will not recommend an enforcement action to
the Securities and Exchange Commission (the "Commission") if the Company for the
reasons cited omits from its proxy materials for the 2005 Annual Meeting the
Proposal and the entire Supporting Statement or portions of the Supporting
Statement. In addition, this letter requests confirmation of the Division's
views on several interpretive issues raised by the Proponent's submission.
I. The Proposal.
The Proposal submitted by the Proponent reads as follows:
RESOLVED, shareholders recommend that our Corporation's by-laws be amended by
adding the following new Section:
"Section A.1. Executive Compensation. From the date of adoption of this section
no officer of the Corporation shall receive annual compensation in excess of the
limits established by the U.S. Internal Revenue Code for deductibility of
employee remuneration, without approval by a vote of the majority of the
stockholders within one year preceding the payment of such compensation. The
only exception would be interference with un-removable contractual obligations
prior to this proposal.
For purposes of the limit on executive compensation established by this Section,
the Corporation may exclude compensation that qualifies either as
"performance-based compensation" or as an "incentive stock option" within the
meaning of the Internal Revenue Code only if:
(a) in the case of performance-based compensation, the Corporation shall first
have disclosed to stockholders the specific performance goals and standards
adopted for any performance-based compensation plan, including any schedule of
earned values under any long-term or annual incentive plan; and
(b) in the case of incentive stock options, the Corporation shall record as an
expense on its financial statements the fair value of any stock options
granted."
II. Grounds for Exclusion of the Proposal and the Entire Supporting Statement.
Rule 14a-8(i)(3) permits a company to omit a shareholder proposal from its proxy
materials if the proposal is contrary to any of the Commission's proxy rules.
This includes Rule 14a-9, which prohibits solicitations by means of any
statement which, at the time and in light of the circumstances under which it is
made, is false or misleading with respect to any material fact, or which omits
to state any material facts necessary in order to make the statements therein
not false or misleading. Consistent with the guidance provided by the Division
in Staff Legal Bulletin No. 14B, the Company believes that the discussion below
objectively demonstrates that the Supporting Statement as a whole is materially
false or misleading and, if the Division concurs, the Company intends on this
basis to omit both the Proposal and the entire Supporting Statement.
The Supporting Statement cites the $1 million limit under the Internal Revenue
Code on the deductability of compensation paid to a company's five highest-paid
executives and states that "[t]his proposal would require that our company not
pay any executive compensation in excess of the amount the Internal Revenue
Service permits to be deducted as an expense for federal income purposes,
without first securing shareholder approval." The Company believes that this
statement, which serves as the foundation for the Proponent's argument in
support of the Proposal, is false or misleading because it describes the
Proposal in a way that is much narrower than the Proposal actually is. If the
Board of Directors were to accept the recommendation of the shareholders and
amend the Corporation's Bylaws as suggested in the Proposal, the conditions for
the payment of compensation to the Company's five highest-paid executives in
excess of $1 million, in fact, would be more extensive than the Proponent
describes.
Section 162(m) of the Internal Revenue Code (the "Code") and the Internal
Revenue Service ("IRS") regulations thereunder generally prohibit a public
company from deducting as an expense any compensation in excess of $1 million
paid to any of its five most highly compensated executive officers, unless the
compensation in excess $1 million constitutes "qualified performance-based
compensation." In order for compensation to be "qualified performance-based
compensation" (i) the compensation must be paid solely on the account of the
attainment of one or more preestablished objective performance goals, (ii) the
performance goal under which the compensation is paid must be established by a
compensation committee comprised solely of two or more outside directors, (iii)
the material terms of the performance goal under which the compensation is to be
paid must be disclosed to and approved by stockholders, and (iv) the
compensation committee must certify in writing prior to the payment of the
compensation that the performance goals were satisfied. Compensation
attributable to a stock option is deemed to meet these requirements if the stock
option is granted by the company's compensation committee under a
shareholder-approved plan that states the maximum number of shares with respect
to which options may be granted to any employee during a specified period and
the exercise price of the option equals or exceeds the market price of the
company's stock on the date of the grant.
The Proposal goes beyond Section 162(m) of the Code in the following significant
respects:
Under Section 162(m) shareholder approval of the material terms of the
performance goals is satisfied if the shareholders approve a plan that sets
forth the performance goals. Such plans typically have a duration of up to ten
years. The Proposal, however, requires approval by shareholder within one year
preceding the payment of compensation in excess of the deduction limit,
effectively requiring an annual vote.
Under Section 162(m) "qualified performance-based compensation" is not counted
against the deduction limit if the conditions described above are satisfied. The
Proposal appears to add to the requirements of Section 162(m) the somewhat
vaguely worded requirement that as a condition to payment of "performance-based
compensation" the Company must have first disclosed to shareholders "any
schedule of earned values under any long-term or annual incentive plan."
The Proposal conditions the deductibility of compensation attributable to
"incentive stock options" on the requirement that the company expense its stock
option grants for financial reporting purposes. Section 162(m) imposes no such
requirement.
These significant discrepancies between the actual impact of the Proposal, if
the Board of Directors were to amend the Bylaws based on the shareholder
recommendation, and the Proponent's description of the impact of the Proposal in
the view of the Company render the Supporting Statement materially false or
misleading.
III. Grounds For Exclusion of Portions of the Supporting Statement
A. The Description of the Vote on the MONY Group Shareholder Proposal Is
Inaccurate
In circumstances where the company can objectively demonstrate that a particular
statement included in the supporting statement is materially false or
misleading, Staff Legal Bulletin 14B confirms that the Division staff will
concur with the omission or modification of that false or misleading statement.
The Supporting Statement states that a proposal similar to the Proposal was
submitted to a vote of shareholders at the 2003 Annual Meeting of The MONY
Group, Inc. ("MONY") and received "a 38% yes-vote" (the "MONY Shareholder
Proposal"). This appears to be an inaccurate statement. According to MONY's Form
10-Q for the quarter ended June 30, 2003, this shareholder proposal received
7,466,867 votes for, 12,166,006 votes against and there were 2,084,024
abstentions. Based on the data reported by MONY, only 34% of the votes cast were
voted in favor of the proposal. Apparently, the Proponent excluded the
abstentions from the denominator of the calculation, which illustrates that,
without an explanation of how the percentage is calculated, the description of
the MONY shareholder proposal is at a minimum misleading. On this basis, the
Company believes that it should be permitted to omit the entire discussion of
the MONY shareholder proposal from the Supporting Statement (assuming the
Division does not agree with the conclusion that the Proposal and the entire
Supporting Statement can be omitted).
B. Identification of the Proponent of the MONY Shareholder Proposal
In the Supporting Statement, the Proponent identifies the name of the proponent
of the MONY Shareholder Proposal. Because this individual has not authorized the
use of her name by the Company, the Company is reluctant to include her name in
its proxy statement. Under Rule 14a-8(1) a company may elect, in lieu of
furnishing the name and address of the proponent of a shareholder proposal, to
advise shareholders in the proxy statement that this information concerning the
proponent will be furnished upon request. If the Company is permitted to exclude
a proponent's name under Rule 14a-8(1), it likewise should be able on the same
basis to exclude the names of proponents of other shareholder proposals cited in
a supporting statement. Accordingly, the Company believes that it should be
permitted to omit the name of the proponent of the MONY Shareholder Proposal in
accordance with Rule 14a-8(i)(3) as a violation of the Commission's proxy rules.
See, e.g. Strategic Global Income Fund, Inc. (Mar. 24, 2000). Therefore, the
Company respectfully requests that the Division confirm that the Company may, if
it elects, omit the name of proponent of the MONY Shareholder Proposal from the
Supporting Statement (again assuming the Division does not agree with the
conclusion that the Proposal and the entire Supporting Statement can be
omitted).
IV. Compliance with Certain Procedural Requests of the Proponent
In his letter to the Company enclosing the Proposal and the Supporting
Statement, the Proponent includes after the Supporting Statement a series of
"Notes." We interpret these Notes to be procedural requests made by the
Proponent and not as part of either the Proposal or the Supporting Statement. On
behalf of the Company, we respectfully request that the Division concur with the
views stated below with regard to the Company's obligations relating to several
of these Notes.
A. Identification of the Name and Address of the Proponent
The Proponent includes his name and address in the text of the Supporting
Statement. In the Notes, the Proponent states "[t]he name and address of the
proponent are part of the argument in favor of the proposal." We infer from this
statement that the Proponent is requesting that his name and address be included
as part of the Supporting Statement as set forth in the Company's proxy
statement (assuming the Division does not agree with the conclusion that the
Proposal and the entire Supporting Statement can be omitted). However, Rule
14a-8(1) permits a company to omit the proponent's name and address and the
number of shares held by the proponent if the company instead includes a
statement that the information will be furnished to shareholders upon request.
Therefore, we are of the view that the Proponent's request that his name and
address be included in the Supporting Statement is contrary to the Commission
proxy rules and respectfully request that the Division confirm that the Company,
if it elects, may exclude this information from the Supporting Statement. See
Sabre Holdings Corporation (March 20, 2003) and Alaska Air Group, Inc. (March
13, 2001).
B. Sequencing of the Shareholder Proposal
In the Notes, the Proponent requests that his shareholder proposal be assigned a
particular numerical location in the sequential listing in the Company's proxy
statement of the matters being submitted to a vote of the shareholders (although
the Note does not make entirely clear the specific location being requested). We
are not aware of any provision of the Commission proxy rules that imposes on a
registrant any requirements with regard to the ordering of the various proposals
being submitted to a vote of the shareholders. Accordingly, we would appreciate
if the Division would confirm that such ordering is within the discretion of the
Company.
C. Use of the Title to the Shareholder Proposal
In the Notes, the Proponent asserts that the title to his proposal "is part of
the argument in favor of the proposal" and requests that "[i]n the interest of
clarity and to avoid confusion" that the title selected by the Proponent "be
consistent throughout the proxy materials." Historically, the Company's practice
has been to identify a shareholder proposal on the proxy card and in the notice
of meeting and the proxy statement by using a neutral descriptive title. For
example, the Company might identify the Proponent's proposal as a "Shareholder
Proposal Concerning Executive Compensation." We would appreciate if the Division
would confirm that where the proponent of a shareholder proposal includes a
title as part of the proposal, the company is obligated to use that title as
part of the text of the shareholder proposal, but that elsewhere in the proxy
material the company may use a neutral descriptive title selected by the company
to identify the proposal.
V. Conclusion
For the reasons cited above, the Company respectfully requests that the Division
concur with its view that the Proposal and the entire Supporting Statement can
be omitted from the Company's proxy material for its 2005 Annual Meeting. If the
Division does not concur in this conclusion, then the Company respectfully
requests that the Division concur with its view that the discussion of the MONY
Shareholder Proposal, including the name of the proponent of the proposal, can
be omitted from the Supporting Statement. In addition, the Company respectfully
requests confirmation that the views set forth in Section IV of this letter with
regard to the Proponent's "Notes" are correct.
* * *
In accordance with Rule 14a-8(j)(1), a copy of this letter is being mailed to
the Proponent as well as to Mr. John Chevedden, who the Proponent has appointed
as his designee to act on Proponent's behalf in this matters. We respectfully
request that we be copied on any response the Proponent may make to the Division
concerning to the Proposal.
Should you have any questions regarding this matter, please do not hesitate to
contact the undersigned at (202) 662-5276 or Carl Spataro at 202-662-5460.
Very truly yours,
/s/
D. Michael Lefever
cc: Barbara Gmora, Esq.
Steven Planchard, Esq.
[INQUIRY LETTER]
William Steiner
112 Abbottsferd Gate
Piermont, NY 10968
Mr. Michael I. Roth
Chairman
The Interpublic Group of Companies, Inc.
1114 Avenue of the Americas
New York, NY 10036
PH: 212-704-1200
FX: 212-704-1201
Dear Mr. Roth,
This Rule 14a-8 proposal is submitted in support of the long-term performance of
our company. This proposal is respectfully submitted for the next annual
shareholder meeting. Rule 14a-8 requirements are intended to be met including
the continuous ownership of the required stock value until after the date of the
applicable shareholder meeting. This submitted format, with the
shareholder-supplied emphasis, is intended to be used for definitive proxy
publication. This is the proxy for Mr. John Chevedden and/or his designee to act
on my behalf in shareholder matters, including this Rule 14a-8 proposal for the
forthcoming shareholder meeting before, during and after the forthcoming
shareholder meeting. Please direct all future communication to Mr. Chevedden at:
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
PH: 310-371-7872
Your consideration and the consideration of the Board of Directors is
appreciated.
Sincerely,
/s/
William Steiner
8/22/04
Date
cc: Nicholas J. Camera
Corporate Secretary
FX: 212-704-2236
[APPENDIX]
3Subject Non-Deductible Executive Compensation to Shareholder Vote
RESOLVED, shareholders recommend that our Corporation's by-laws be amended by
adding the following new Section:
"Section A.1. Executive Compensation. From the date of adoption of this section
no officer of the Corporation shall receive annual compensation in excess of the
limits established by the U.S. Internal Revenue Code for deductibility of
employee remuneration, without approval by a vote of the majority of the
stockholders within one year preceding the payment of such compensation. The
only exception would be interference with un-removable contractual obligations
prior to this proposal.
For purposes of the limit on executive compensation established by this Section,
the Corporation may exclude compensation that qualifies either as
"performance-based compensation" or as an "incentive stock option" within the
meaning of the Internal Revenue Code only if:
(a) in the case of performance-based compensation, the Corporation shall first
have disclosed to stockholders the specific performance goals and standards
adopted for any performance-based compensation plan, including any schedule of
earned values under any long-term or annual incentive plan; and
(b) in the case of incentive stock options, the Corporation shall record as an
expense on its financial statements the fair value of any stock options
granted."
This proposal was submitted by William Steiner, 112 Abbottsford Gate, Piermont,
NY 10968.
This proposal would require that our company not pay any executive compensation
in excess of the amount the Internal Revenue Code permits to be deducted as an
expense for federal income tax purposes, without first securing shareholder
approval.
Currently, the Code provides that publicly held corporations generally may not
deduct more than $1 million in annual compensation for any of the company's five
highest-paid executives. The Code provides an exception for certain kinds of
"performance-based compensation."
Under this proposal our company would be able to pay "performance-based
compensation" in excess of the deductibility limit, so long as the company has
disclosed to shareholders the performance goals and standards the Board has
adopted under these plans. This proposal also provides an exception for
incentive stock options, if the Board has recorded the expense of such options
in its financial statements.
A proposal similar to this was submitted by Amanda Kahn-Kirby to MONY Group and
received a 38% yes-vote as a more challenging binding proposal at the MONY 2003
annual meeting. The 38% yes-vote was more impressive because:
1) This was the first time this proposal was ever voted.
2) The proponent did not even solicit shareholder votes.
I think it is reasonable to require our company to fully disclose to
shareholders both the costs and the terms of its executive compensation plans,
if the Board wishes to pay executives more than the amounts that are generally
deductible under federal income taxes.
Subject Non-Deductible Executive Compensation to Shareholder Vote Yes on 3
Notes:
This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF),
September 15, 2004.
The name and address of the proponent are part of the argument in favor of the
proposal. A published name and address confirms that the proposal is submitted
by a proponent who has the conviction to be named in the proxyjust as
management is named in the proxy.
The above format is the format submitted and intended for publication.
The company is requested to assign a proposal number (represented by "3" above)
based on the chronological order in which proposals are submitted. The requested
designation of "3" or higher number allows for ratification of auditors to be
item 2.
Please note that the title of the proposal is part of the argument in favor of
the proposal.
In the interest of clarity and to avoid confusion the title of this and each
other ballot item is requested to be consistent throughout the proxy materials.
Please advise if there is any typographical question.
Verification of stock ownership will be forwarded.
[INQUIRY LETTER]
6 Copies
7th Copy for Date-Stamp Return
January 7, 2005
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Interpublic Group of Companies Inc (IPG)
Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Executive Pay Topic
Proponent: William Steiner
Ladies and Gentlemen:
To facilitate proposal acceptance this shareholder proposal was drafted based on
the text of the proposal in The MONY Group Inc. (February 18, 2003) which had
already been decided by the Office of Chief Counsel. The text of the Staff Reply
Letter follows:
[STAFF REPLY LETTER]
February 18, 2003
Response of the Office of Chief Counsel Division of Corporation Finance
Re: The MONY Group Inc.
Incoming letter dated December 26, 2002
The proposal would amend MONY's by-laws to limit any officer from receiving
annual compensation in excess of the limits established by the U.S. Internal
Revenue Code for deductibility of employee enumeration, without approval by a
majority of the stockholders within one year preceding the payment of such
compensation.
We are unable to concur in your view that MONY may exclude the proposal under
rule 14a-8(b). Accordingly, we do not believe that MONY may omit the proposal
from its proxy materials in reliance on rule 14a-8(b).
We are unable to conclude that MONY has met its burden of establishing that the
proposal would violate applicable state law. Accordingly, we do not believe that
MONY may omit the proposal from its proxy materials in reliance on rules
14a-8(i)(2) and 14a-8(i)(6).
Sincerely,
/s/
Alex Shukhman
Attorney-Advisor
We believe that the MONY precedent should be upheld and that the company no
action request not be concurred with.
Additionally there are a number of defects in the company no action request such
as:
It is not believed valid that the company place great reliance "Item 402 of
Regulation S-K" unless the company can support that a substantial percentage of
shareholders would claim that their primary understanding of "annual
compensation" is based on their analysis of "Item 402 of Regulation S-K."
Contrary to the purported company analogy there is no text in this proposal
similar to a "Top Salary" being "capped."
The company does not claim that shareholders are unfamiliar with the concept of
"annual compensation" in spite of the fact that companies have devised a vast
number of complex formulas to calculate "annual compensation."
Obfuscation of Pay Issue
According to "Pay without Performance, the Unfulfilled Promise of Executive
Compensation," 2004, by Lucian Bebchuk, Professor of Law and Jesse Fried,
Professor of Law, page 21:
"Indeed it its worth noting that although star athletes are highly paid, some
more than the average S&P 500 CEO, their compensation arrangements lack the
features of executive pay arrangements that managerial influence produces. After
the compensation packages of star athletes are negotiated, clubs have little
reason to try to camouflage the amount of pay and to channel pay through
arrangements designed to make the pay less visible. While athletes are paid
generously during the period of their contracts, clubs generally do not provide
them with a large amount of compensation in the form of postretirement perks and
payments. Clubs also generally do not provide athletes with complex
deferred-compensation arrangements that serve to obscure total pay. And when
clubs get rid of players, they do not provide athletes with large gratuitous
payments in addition to the players' contractually entitled payouts. As we shall
see, however, these are all common practices in the area of executive
compensation. Executive are not like star athletes."
Also according to "Pay without Performance, the Unfulfilled Promise of Executive
Compensation," page 67:
"That gives you an idea of the nature of the disclosures [in the executive
compensation section]: it was legalistic, turgid, and opaque; the numbers were
buried somewhere in the fourteen pages. Someone once gave a series of
institutional investor analysts a proxy statement and asked them to compute the
compensation received by the executive covered in the proxy statement. No two
analysts came up with the same number. The numbers that were calculated varied
widely."
I believe this proposal is consistent with SLB No. 14A, particularly with the
following text:
* We do not agree with the view of companies that they may exclude proposals
that concern only senior executive and director compensation in reliance on rule
14a-8(i)(7).5
The Commission has previously taken the position that proposals relating to
ordinary business matters "but focusing on sufficiently significant social
policy issues ... generally would not be considered to be excludable, because
the proposals would transcend the day-to-day business matters and raise policy
issues so significant that it would be appropriate for a shareholder vote." 6
The Division has noted many times that the presence of widespread public debate
regarding an issue is among the factors to be considered in determining whether
proposals concerning that issue "transcend the day-to-day business matters." 7
We believe that the public debate regarding shareholder approval of equity
compensation plans has become significant in recent months. Consequently, in
view of the widespread public debate regarding shareholder approval of equity
compensation plans and consistent with our historical analysis of the "ordinary
business" exclusion, we are modifying our treatment of proposals relating to
this topic.8
I believe this proposal raises public policy issues so significant that it would
be appropriate for a shareholder vote. Furthermore the company has not shown
that shareholders would not understand the principle of this proposal - to
subject high levels of executive pay to shareholder vote.
The company is implicitly arguing that since companies fail to make executive
pay as transparent and quantifiable as that of other highly paid employees, such
as star athletes, that companies should be able to exploit their obfuscation of
pay and use it as a grounds to exclude shareholder proposals on executive pay.
The no action process makes it abundantly clear that companies have access to
corporation law experts who claim to be capable of making sense of text that
would be obscure to the small shareholders.
The "38% yes-vote" was reported by the Investor Responsibility research Center
(IRRC), a respected authority with a respected methodology in tabulating voting
results. The specific IRRC publication was the IRRC Corporate Governance
Bulletin, June - August 2003.
This same publication also reported "Kahn-Kirby, A." as the proponent of the
proposal obtaining the "38% yes-vote." I believe that company control over
republishing germane information, which has already been accurately published by
an authoritative source, would apply only if the company were to sponsor this
proposal as its own proposal.
I believe the company's claim is false: "Proponent's request that his name and
address be included in the Supporting Statement is contrary to the Commission
proxy rules ...." Many companies include the proponents name and contact
information in their proxy statements and have not been subject to reprimand.
The company appears to request that a misleading title be sanctioned to appear
in its proxy materials. The company wants authorization for a "neutral' title
for a proposal which is not neutral.
The company does not use neutral titles for its own proposals such as these
titles from the company 2004 definitive proxy:
ITEM 2 Approval of 2004 Performance Incentive Plan
ITEM 3 Approval of the Interpublic Non-Management Directors Stock Incentive Plan
For these reasons it is respectfully requested that concurrence not be granted
to the company and that the MONY precedent should be upheld.
Since the company has had the first word in the no action process it is
respectfully requested that the proponent have the opportunity for the last word
in the no action process.
Sincerely,
/s/
John Chevedden
cc: William Steiner
Nicholas Camera
[STAFF REPLY LETTER]
January 25, 2005
Response of the Office of Chief Counsel Division of Corporation Finance
Re: The Interpublic Group of Companies, Inc. Incoming letter dated December 20,
2004
The proposal recommends that Interpublic amend its bylaws so that no officer may
receive annual compensation in excess of the limits established by the U.S.
Internal Revenue Code for deductibility of employee remuneration, without
approval by a vote of the majority of the stockholders, subject to the
conditions and exceptions contained in the proposal.
We are unable to concur in your view that Interpublic may exclude the proposal
under rule 14a-8(i)(3). Accordingly, we do not believe that Interpublic may omit
the proposal from its proxy materials in reliance on rule 14a-8(i)(3).
There appears to be some basis for your view that Interpublic may exclude the
sentence that begins "This proposal was ..." and ends "... Piermont, NY 10968"
under rule 14a-8(l). Accordingly, it is our view that Interpublic may omit this
sentence from the supporting statement under rule 14a-8(l).
Sincerely,
/s/
Heather L. Maples
Special Counsel
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