Schedule 14A Item 4a

Persons making the solicitation - Uncontested

Overview

Item 4(a) covers disclosure for uncontested solicitations

Solicitations which are "not subject to Rule 14a-12(c)"

Which applies to solicitations in opposition to the election
or removal of a director
Which are instead covered by Item 4(b)

Item 4(a) requires specified disclosures about

Solicitations by the registrant Item 4(a)(1)
Solicitations by others Item 4(a)(2)
Methods of solicitation Item 4(a)(3)
Costs of solicitation Item 4(a)(4)

Item 4 defines participant and participant in a solicitation

Item 4a Requirements Solicitations not subject to Rule 14a12(c)

Item 4(a)(1) Solicitations by the registrant

Disclose that solicitation is by the registrant

If the solicitation is made by the registrant, so state.

Disclose any director opposition

Give the name of any director of the registrant who has informed the registrant in writing that he intends to oppose any action intended to be taken by the registrant.

Item 4(a)(2) Solicitations by others

Disclose details, if solicitation is made by others

If the solicitation is made otherwise than by the registrant, so state and give the names of the participants in the solicitation, as defined in paragraphs (a)(iii), (iv), (v) and (vi) of Instruction 3 to this Item.

Item 4(a)(3) Method of solicitation

Describe solicitation methods to be used

If the solicitation is to be made otherwise than by the use of the malls, describe the methods to be employed.

Describe arrangements with proxy solicitors

If the solicitation is to be made by specially engaged employees or paid solicitors, state (i) the material features of any contract or arrangement for such solicitation and identify the parties, and (ii) the cost or anticipated cost thereof.

Item 4(a)(4) Costs of solicitation

Disclose who will pay solicitation expenses

State the names of the persons by whom the cost of solicitation has been or will be borne, directly or indirectly.

Instructions to Items 4 and 5

Instruction 1 Not applicable to Item 4a

Calculation of costs and expenditures

With respect to solicitations subject to Rule 14a-12(c) (§240.14a-12(c) of this chapter), costs and expenditures within the meaning of this Item 4 shall include fees for attorneys, accountants, public relations or financial advisers, solicitors, advertising, printing, transportation, litigation and other costs incidental to the solicitation, except that the registrant may exclude the amount of such costs represented by the amount normally expended for a solicitation for an election of directors
in the absence of a contest, and costs represented by salaries and wages of regular employees and officers, provided a statement to that effect is included in the proxy statement.

Instruction 2 Not applicable to Item 4a

Timing of settlement disclosure

The information required pursuant to paragraph (b)(6) of this Item should be included in any amended or revised proxy statement or other soliciting materials relating to the same meeting or subject matter furnished to security holders by the registrant subsequent to the date of settlement.

Instruction 3 Definitions

Definition of participant and participant in a solicitation

(a) The terms "participant" and "participant in a solicitation" include the following:
1. (i) The registrant;
2. (ii) Any director of the registrant, and any nominee for whose election as a director proxies are solicited;
3. (iii) Any committee or group which solicits proxies, any member of such committee or group, and any person whether or not named as a member who, acting alone or with one or more other persons, directly or indirectly takes the initiative, or engages, in organizing, directing, or arranging for the financing of any such committee or group;
4. (iv) Any person who finances or joins with another to finance the solicitation of proxies, except persons who contribute not more than $500 and who are not otherwise participants;
5. (v) Any person who lends money or furnishes credit or enters into any other arrangements, pursuant to any contract or understanding with a participant, for the purpose of financing or otherwise inducing the purchase, sale, holding or voting of securities of the registrant by any participant or other persons, in support of or in opposition to a participant; except that such terms do not include a bank, broker or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of securities and who is not otherwise a participant; and
6. (vi) Any person who solicits proxies.

Exclusions from definitions of participant and participant in a solicitation

(b) The terms "participant" and "participant in a solicitation" do not include:
1. (i) Any person or organization retained or employed by a participant to solicit security holders and whose activities are limited to the duties required to be performed in the course of such employment;
2. (ii) Any person who merely transmits proxy soliciting material or performs other ministerial or clerical duties;
3. (iii) Any person employed by a participant in the capacity of attorney, accountant, or advertising, public relations or financial adviser, and whose activities are limited to the duties required to be performed in the course of such employment;
4. (iv) Any person regularly employed as an officer or employee of the registrant or any of its subsidiaries who is not otherwise a participant; or
5. (v) Any officer or director of, or any person regularly employed by, any other participant, if such officer, director or employee is not otherwise a participant.

Selected Precedent Disclosures

Early filers 2008

Walt Disney

Prominent filers 2007

Best Buy
Citigroup

Coca-Cola
General Electric

Hewlett Packard
Intel

Nasdaq Stock Market

Morgan Stanley
Walt Disney

2006

Complete Schedule 14A

Online versions

Paper versions

2007 CFR

// This display the document title in the html page document.write(document.title);