Company Name: Dow Jones & Co., Inc.
Public Availability Date: January 18, 2007
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
December 18, 2006
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of the Chief Counsel
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Exclusion of the Shareholder Proposal by John J. Crapo Securities Exchange
Act of 1934, as amended - Rule 14a-8
Dear Ladies and Gentlemen:
This letter is to inform you that Dow Jones & Company, Inc. ("Dow Jones")
intends to exclude from its proxy statement and form of proxy for its 2007
Annual Meeting of Stockholders (collectively, the "2007 Proxy Materials") a
shareholder proposal and supporting statement (collectively, the "Proposal")
submitted by John J. Crapo (the "Proponent").
Dow Jones received the Proposal, which exceeds 500 words, on April 21, 2006.
Pursuant to Rule 14a-8(f), Dow Jones notified the Proponent in a letter sent via
express mail on May 3, 2006 that his proposal and supporting statement are
required to be no more than 500 words and that Dow Jones would exclude the
Proposal from the 2007 Proxy Materials if he did not cure the deficiency in a
re-submitted proposal postmarked as of a date no later than 14 calendar days
after the date on which he received our notification letter. Dow Jones did not
receive a re-submitted proposal from the Proponent.
Accordingly, pursuant to Rule 14a-8(j), enclosed are six (6) copies of this
letter and the Proposal. Also, in accordance with Rule 14a-8(j), a copy of this
letter and its attachments is being simultaneously mailed to the Proponent,
informing him of Dow Jones' intention to exclude the Proposal from the 2007
Proxy Materials. As Dow Jones intends to mail its definitive 2007 Proxy
Materials on or about March 16, 2007, in accordance with Rule 14a-8(j) this
no-action request is being submitted not less than 80 days before Dow Jones
files its 2007 Proxy Materials with the U.S. Securities and Exchange Commission
(the "SEC").
Dow Jones hereby respectfully requests that the staff of the SEC Division of
Corporation Finance (the "Staff") concur in our opinion that the Proposal may be
properly excluded from Dow Jones' 2007 Proxy Materials due to the Proponent's
failure to meet the eligibility requirement set forth in Rule 14a-8(d).
I would be happy to provide you with any additional information and answer any
questions you may have regarding this subject. Should you disagree with the
conclusions set forth in this letter, I respectfully request the opportunity to
speak with you prior to the determination of the Staff's final position. Please
do not hesitate to call me at 212-416-3889 if I may be of any further
assistance.
Sincerely,
/s/
Attachments
[INQUIRY LETTER]
January 17, 2007
VIA FACSIMILE
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of the Chief Counsel
450 Fifth Street, N.W.
Washington. DC 20549
RE: Inadvertant Omission from Submission Regarding Shareholder Proposal of John
J. Crapo
Dear Ladies and Gentlemen:
We inadvertantly omitted from the no-action request that we mailed to you on
December 18, 2006 (the "December 18, 2006 No-Action Request"): (a) the Notice of
Deficiency that we express mailed to Mr. Crapo on May 3, 2006 in response to his
April 21, 2006 proposal and (b) the tracking receipt. Accordingly, we enclose
both in this envelope.
For convenience of review, we also have included the December 18, 2006 No-Action
Request, which advises that we received Mr. Crapo's proposal on April 21st and
express mailed him a response on May 3rd (within the Rule 14a-8(f) 14 day
window).
We never received any form of further correspondence from Mr. Crapo regarding
this matter.
If you require any additional information, do not hesitate to contact me at
(212) 416- 3889.
Sincerely,
/s/
Enclosures
[STAFF REPLY LETTER]
January 18, 2007
Response of the Office of Chief Counsel Division of Corporation Finance
Re: Dow Jones & Company, Inc. Incoming letter dated December 18, 2006
The proposal requests an explanation, included in the proxy statement for the
next annual meeting, of how a shareholder proposal shall be introduced.
There appears to be some basis for you view that Dow Jones may exclude the
proposal under rule 14a-8(f). We note in particular that the proposal appears to
exceed the 500-word limitation imposed by rule 14a-8(d). Accordingly, we will
not recommend enforcement action to the Commission if Dow Jones omits the
proposal from its proxy materials in reliance on rules 14a-8(d) and 14a-8(f).
Sincerely,
/s/
Tamara M. Brightwell
Special Counsel
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