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This document was prepared to assist in the review of the Schedule 14A proxy statement and related proxy card filed by domestic public companies with the Securities and Exchange Commission (SEC). This document is generally limited to disclosures required for the uncontested solicitation of proxies by a company in connection with its annual meeting of security holders at which security holders will elect directors, confirming the selection of the company’s auditor and non-binding approval “say-. on -pay” and/or a “say-on-frequency” solution. Where relevant, it assumes a fiscal year end of 31 December. Some of the discussions in this document are summaries of other SEC rules, regulations, forms, and requirements, as well as applicable guidance and interpretations. These summaries do not represent a review of the actual text of SEC rules, regulations, forms and interpretations or advice from qualified legal and accounting professionals.
Please note that this document addresses applicable SEC rules and the form and selection requirements of the New York Stock Exchange and the Nasdaq Stock Exchange only. This document does not address requirements under Delaware or other state corporation laws, such as meeting notice, quorum or minimum shareholder voting threshold requirements. Note also that this document does not address the SEC’s proxy rules relating to issuers of assets, registered investment companies and certain other issuers, which in some cases differ significantly from those on which these tables are based.
The main changes from the previous year for companies with a calendar year end of 31 December are summarized under “Important Updates and Reminders” on the following pages, as well as selected compliance reminders.
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IMPORTANT UPDATES AND REMINDER
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Key Dates for 2023 Proxy Candidates
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Rule 14a-8 deadline for receipt of shareholder proposals
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120 days before the fair date of dispatch of the company’s proxy statement for the previous year’s annual meeting
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Set dates for the 2024 proxy solicitation:
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Legal deadline prior notice
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The date specified by the company’s advance notice by-law provision or, if the company has not adopted an advance notice by-law, at least 45 days before the date on which the company first sent its proxy materials for the previous year’s annual meeting.
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Proxy access bylaw deadline
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Varies – review company bylaws
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Deadline Rule 14a-19
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60 days before a date equal to the previous year’s annual meeting
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Proxy server introduction
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At least 10 calendar days before sending or first giving a proxy statement to security holders, file as form type EDGAR PRE 14A
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Broker search cards
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At least send a request 20 business days before the record date (Rule 14a-13)
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Record date
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Review state law and organizational document requirements; notify the stock exchange if applicable
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Notice regarding internet availability (if the company will send its proxy under SEC notice and access rules)
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At least 40 days before the meeting, file separately from the definitive proxy statement as form EDGAR DEFA14A
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Definitive proxy statement and proxy form (card)
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On or before the date of initial issue or delivery to security holders:
If the Form 10-K report incorporates “forward” Part III disclosures from the definitive proxy statement (director and officer, corporate governance and executive compensation disclosure), the company must file the final proxy statement no later than 120 daysafter the end of the previous fiscal year (May 1, 2023 for companies with a fiscal year end of 31 December)
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Form 8-K Item 5.07 Current Report
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Report the results of security holder votes no later than four business days after the date of the annual meeting
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Form 8-K Item 5.07(d) Current Report
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To report the results of the company’s decision on frequency voting, if applicable, no later than 150 calendar days after the end date of the annual or other meeting at which the frequency voting took place, but in any case no later than 60 days calendar before the deadline for submitting shareholder proposals under Rule 14a-8 for the subsequent annual meeting, as disclosed in the company’s proxy materials for the meeting at which the frequency voting occurred.
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The content of this article is intended to provide a general guide to the subject. Specialist advice should be sought about your specific circumstances.
COMMUNITY ARTICLES ABOUT: Corporate/Commercial Law from the United States
