Question 8:  Must I appear personally at the shareholders' meeting to present the proposal?

• 1. Either you, or your representative who is qualified under state law to present the proposal on your behalf, must attend the meeting to present the proposal. Whether you attend the meeting yourself or send a qualified representative to the meeting in your place, you should make sure that you, or your representative, follow the proper state law procedures for attending the meeting and/or presenting your proposal.
• 2. If the company holds its shareholder meeting in whole or in part via electronic media, and the company permits you or your representative to present your proposal via such media, then you may appear through electronic media rather than traveling to the meeting to appear in person.
• 3. If you or your qualified representative fail to appear and present the proposal, without good cause, the company will be permitted to exclude all of your proposals from its proxy materials for any meetings held in the following two calendar years.
                                                                     

SLB 14

• Section C.4  Attendance

• C.4.a  Prior written representation no longer required
• C.4.b  Statement of non-attendance
• C.4.c  Covering two calendar years

• Section C.5 
  ________
• A written statement of intent to attend the meeting is not required
• But, if a proponent indicates in an unsolicited, written statement that he won't attend, the company may then omit the proposal
• If the company demonstrates that this position applies, it can request a two-year no-action letter. It will then only have to notify the SEC if the proponent attempts another submission within the two-year period and will not have to go through a formal no-action process

Excludable

• Citigroup  (Carlevaro)  1.09.08

• John G. Carlevaro
• Re: stock awards
• Excludable per Rule 14a-8(h)(3)
• Company included the proposal in its 2007 proxy but neither the proponent nor a representative presented the proposal during the 2007 annual meeting

• Citigroup  (Longino)  1.09.08

• George F. Longino III
• Re: compensation
• Excludable per Rule 14a-8(h)(3)
• Company included the proposal in its 2007 proxy but neither the proponent nor a representative presented the proposal during the 2007 annual meeting

• Crown Holdings  1.09.08

• Robert D. Morse
• Re: compensation
• Excludable per Rule 14a-8(h)(3)
• Company also invoked Rule 14a-8(i)(12)(i)
• Company included the proposal in its 2007 proxy but neither the proponent nor a representative presented the proposal during the 2007 annual meeting
• Will apply to any future submission to the company by the same proponent with respect to any shareholder meetings held during calendar year 2009

• Coca-Cola (Recon.)  1.02.08 

• Mary F. Morse Family Trust
• No basis to reconsider Coca-Cola Co. (December 27, 2007)

• Eastman Kodak  12.31.07

• Robert D. Morse
• Re: compensation
• Excludable per Rule 14a-8(h)(3)
• Company included the proposal in its 2007 proxy but neither the proponent nor a representative presented the proposal during the 2007 annual meeting

• Coca-Cola  12.27.07

• Mary F. Morse
• Re: compensation
• Excludable per Rule 14a-8(h)(3)
• Company included the proposal in its 2007 proxy but neither the proponent nor a representative presented the proposal during the 2007 annual meeting

• Will apply to any future submission to the company by the same proponent with respect to any shareholder meetings held during calendar year 2009

• Exxon Mobil  12.20.07

• Robert D. Morse
• Re: compensation
• Excludable per Rule 14a-8(h)(3)
• Company included the proposal in its 2007 proxy but neither the proponent nor a representative presented the proposal during the 2007 annual meeting

• Will apply to any future submission to the company by the same proponent with respect to any shareholder meetings held during calendar year 2009

• Franklin Universal Trust  12.18.07 

• Andrew Dakos, on behalf of Full Value Partners L.P.
• Requests that trust conduct a self-tender offer, and if this offer results in less than 50% of outstanding shares being tendered, then the trust should be liquidated
• Excludable per Rule 14a-8(h)
• May also exclude any proposals by the proponents for inclusion in the trust's 2009 proxy materials

Withdrawn

• National Fuel Gas  11.16.07

• Robert A. Belfield
• Re: compensation
• Company invoked Rule 14a-8(h)(3)
• Withdrawn

Proposal excluded

• Wm Wrigley  12.05.06   Rule 14a-8(h)(3)

• Limits on executive compensation
• Proponent made proposal in 2005,
  failed to attend 2005 meeting

• Northwest Airlines Corporation  1.24.05

• Allowed exclusion based on company's representation that it had included the proponents proposal in its 2004 proxy statement, but that neither the proponent nor his representative presented the proposal at the meeting, and the proponent did not state a "good cause" for his failure to present the proposal)

• Entergy Corporation  1.05.05

• Coca-Cola Company  12.22.04

• Exxon Mobil Corporation  12.14.04

• Proposal to these companies that company's board return the word ''against'' to proxy material concerning director votes, may be omitted from the company's proxy material under rule 14a-8(h)(3)
• Companies included proposal in their 2004 proxy but neither the proponent nor a representative presented the proposal during the 2004 annual meeting. Proponent has not stated ''good cause'' for failing to present the proposal
• Response will apply to any future submissions to the company by the same proponent with respect to a shareholder meeting in 2006

Not excludable

• Fortune Brands, Inc.  1.12.04

• Company could not exclude certain proposals from proxy materials for meetings during the following two years when the company had permitted an earlier proposal from the same proponent to be introduced and voted upon at the 2003 annual meeting despite the fact that neither the proponent nor his authorized representative attended the meeting

Shareholder Access - Rule 14(a)(8)