Schedule 14A Item 5a

Interest of Certain Persons in Matters to Be Acted Upon - Uncontested

Overview

Item 5(a) covers disclosure for uncontested solicitations

Those "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 5(b)

Requires specified disclosures about any substantial interest, direct or indirect, by security holdings or otherwise, in the matter being voted upon,
by the following

Directors and executive officers Item 5(a)(1)

If solicitation is by the registrant
Director defined
Executive officer defined

Participants in the solicitation Item 5(a)(2)

If solicitation is by others
paragraphs (a)(iii), (iv), (v), and (vi) of Instruction 3 to Item 4 of this Schedule 14A

Director nominees Item 5(a)(3)
Each associate of the foregoing Item 5(a)(4)

Item 5a Requirements Solicitations not subject to Rule 14a12(c)

Item 5(a) Disclose any substantial interest

Solicitations not subject to Rule 14a-12(c) (§240.14a-12(c) of this chapter). Describe briefly any substantial interest, direct or indirect, by security holdings or otherwise, of each of the following persons in any matter to be acted upon, other than elections to office:

(1) If the solicitation is made on behalf of the registrant, each person who has been a director or executive officer of the registrant at any time since the beginning of the last fiscal year.
(2) If the solicitation is made otherwise than on behalf of the registrant, each participant in the solicitation, as defined in paragraphs (a)(iii), (iv), (v), and (vi) of Instruction 3 to Item 4 of this Schedule 14A.
(3) Each nominee for election as a director of the registrant.
(4) Each associate of any of the foregoing persons.

Instruction to Item 5(a)

Instruction. Except in the case of a solicitation subject to this regulation made in opposition to another solicitation subject to this regulation, the sub-item (a) shall not apply to any interest arising from the ownership of securities of the registrant where the security holder receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class.

Instruction to Item 5 Determining beneficial ownership

Instruction: For purposes of this Item 5, beneficial ownership shall be determined in accordance with Rule 13d-3 under the Act (Section 240.13d-3 of this chapter).