On February 22, 2010, the SEC adopted amendments to the Internet proxy delivery rules in order to increase retail shareholder participation in the proxy voting process and to improve the notice and access model. The amendments will:

• provide flexibility regarding the format and content of the Notice of Internet Availability of Proxy Materials;
• permit issuers and other soliciting persons to accompany the Notice of Internet Availability of Proxy Materials with an explanation of the reasons for the use of the notice and access model and the process of receiving and reviewing proxy materials and voting; and
• permit a soliciting person other than the issuer to use the notice and access model and send its Notice of Internet Availability of Proxy Materials by the later of
  • 40 days before the shareholders meeting, or
  • the date on which the soliciting person files its definitive proxy statement if the soliciting person’s preliminary proxy statement is filed within 10 days of the issuer’s filing of its definitive proxy statement.

The amendments, which were adopted largely as proposed in October 2009, become effective 30 days following publication in the Federal Register. The SEC staff has indicated to us informally that they are considering whether early compliance with the new rules will be permitted.

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