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Persons Making the Solicitation - Proxy Contest
Overview
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 Item
4(b) covers
disclosure
for contested solicitations
- Which are solicitations in opposition to the
election
or removal of a director
- Uncontested solicitations are instead covered by
Item 4(a)
Item
4(b) requires specified disclosures about
- Who's making the solicitation and methods used
Item 4(b)(1)
- Use of employees Item 4(b)(2)
- Contracts or arrangements for solicitation
Item 4(b)(3)
- Costs of solicitation Item 4(b)(4)
- Who bears costs of solicitation
Item 4(b)(5)
- Terms of any settlement Item 4(b)(6)
Item
4
defines participant and participant in a solicitation |
Item 4b Requirements Solicitations subject to Rule 14a12(c)
 Item
4(b)(1) Who's soliciting / Methods used
- State by whom the solicitation is made and
describe the methods employed and to be employed to solicit security holders.
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Item
4(b)(2) Use of employees
- If regular employees of the registrant or
any other participant in a solicitation have been or are to be employed to
solicit security holders, describe the class or classes of employees to be so
employed, and the manner and nature of their employment for such purpose.
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Item
4(b)(3) Contracts or arrangements for solicitation
- If specially engaged employees,
representatives or other persons have been or are to be employed to solicit
security holders, state (i) the material features of any contract or arrangement
for such solicitation and the identity of the parties, (ii) the cost or
anticipated cost thereof and (iii) the approximate number of such employees of
employees or any other person (naming such other person) who will solicit
security holders).
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Item
4(b)(4) Costs of solicitation
- State the total amount estimated to be
spent and the total expenditures to date for, in furtherance of, or in
connection with the solicitation of security holders.
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Item
4(b)(5) Who bears costs
- State by whom the cost of the solicitation
will be borne. If such cost is to be borne initially by any person other than
the registrant, state whether reimbursement will be sought from the registrant,
and, if so, whether the question of such reimbursement will be submitted to a
vote of security holders.
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Item
4(b)(6) Terms of any settlement
- If any such solicitation is terminated
pursuant to a settlement between the registrant and any other participant in
such solicitation, describe the terms of such settlement, including the cost or
anticipated cost thereof to the registrant.
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Instructions to Items 4 and 5 |
Instruction
1-
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.
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2 SEC_CODE_REF_0090001192884 -
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.
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Instruction
3 Definitions
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Definition of participant and participant in
a solicitation
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Exclusions from definitions of participant and participant in
a solicitation
- (b) The terms "participant" and "participant in a solicitation" do not include:
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(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;
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(ii) Any person who merely transmits proxy soliciting material or performs other ministerial or clerical duties;
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(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;
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(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
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(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.
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Selected Precedent Disclosures
Complete Schedule 14A
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Paper
versions
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Related Topics
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Key
Index Pages
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