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Disclosures re: Shareholder Communications
Summary
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 SEC
adopts new S-K 407(f)
- Requires disclosure about whether the board of
directors provides a process for security holders to send communications to the
board of directors
S-K
407(f) replaces Schedule 14A Item 7(h)
- As part of consolidation of corporate governance
disclosure requirements per new S-K 407
- Adopted per SEC Release 33-8732 August 2006
- No substantive change was made
- See SEC release 33-8732
2006 Footnote 471
NYSE
and Nasdaq have related substantive requirements
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S-K 407(f) Shareholder communications
 S-K
Item
- 1. State whether or not the registrant's board of directors provides a
process for security holders to send communications to the board of directors
and, if the registrant does not have such a process for security holders to send
communications to the board of directors, state the basis for the view of the
board of directors that it is appropriate for the registrant not to have such a
process.
- 2. If the registrant has a process for security holders to send
communications to the board of directors:
(i) Describe the manner in which security holders can send communications to the
board and, if applicable, to specified individual directors; and
(ii) If all security holder communications are not sent directly to board
members, describe the registrant's process for determining which communications
will be relayed to board members. |
Instructions
to Item 407(f).
- 1. In lieu of providing the information required by paragraph (f)(2)
of this Item in the proxy statement, the registrant may instead provide the
registrant's Web site address where such information appears.
- 2. For purposes of the disclosure required by paragraph (f)(2)(ii) of
this Item, a registrant's process for collecting and organizing security holder
communications, as well as similar or related activities, need not be disclosed
provided that the registrant's process is approved by a majority of the
independent directors or, in the case of a registrant that is an investment
company, a majority of the directors who are not "interested persons" of the
investment company as defined in section 2(a)(19) of the Investment Company Act
of 1940.
- 3. For purposes of this paragraph, communications from an officer or
director of the registrant will not be viewed as "security holder
communications." Communications from an employee or agent of the registrant will
be viewed as "security holder communications" for purposes of this paragraph
only if those communications are made solely in such employee's or agent's
capacity as a security holder.
- 4. For purposes of this paragraph, security holder proposals submitted
pursuant to Rule 240.14a-8 of this chapter, and communications made in
connection with such proposals, will not be viewed as "security holder
communications."
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Instructions
to Item 407
- 1. For purposes of this Item:
a. Listed issuer means a listed issuer as defined in Rule 240.10A-3 of this
chapter;
b. National securities exchange means a national securities exchange registered
pursuant to section 6(a) of the Exchange Act;
c. Inter-dealer quotation system means an automated inter-dealer quotation
system of a national securities association registered pursuant to section
15A(a) of the Exchange Act; and
d. National securities association means a national securities association
registered pursuant to section 15A(a) of the Exchange Act that has been approved
by the Commission (as that definition may be modified or supplemented).
- 2. With respect to paragraphs (c)(2)(i), (d)(1) and (e)(2) of this
Item, disclose whether a current copy of the applicable committee charter is
available to security holders on the registrant's Web site, and if so, provide
the registrant's Web site address. If a current copy of the charter is not
available to security holders on the registrant's Web site, include a copy of
the charter in an appendix to the registrant's proxy or information statement
that is provided to security holders at least once every three fiscal years, or
if the charter has been materially amended since the beginning of the
registrant's last fiscal year. If a current copy of the charter is not available
to security holders on the registrant's Web site, and is not included as an
appendix to the registrant's proxy or information statement, identify in which
of the prior fiscal years the
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SEC Interpretations
SEC_CODE_REF_0090001192884
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S-K
Item 407 Interpretations
- Issued 3.14.07
- Replace prior S-K 407 interpretations in July
1997 Manual of Publicly Available Telephone Interpretations
- See
S-K 407 Interpretations
Law
Firm Commentary
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SEC Releases
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Final
release 33-8732A August 2006
Proposal
release 33-8655 January 2006
- Corporate governance disclosure
§V.D
- Proposed S-K 407(f) to replace Schedule 14A Item
7(h)
Final release 33-8340
2003 
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