General Rules and Regulations
Securities Exchange Act of 1934
Rule 14a-1 -- Definitions
Unless the context otherwise requires, all terms used in this regulation have
the same meanings as in the Act or elsewhere in the general rules and regulations
thereunder. In addition, the following definitions apply unless the context otherwise
Associate. The term "associate,"
used to indicate a relationship with any person, means:
Any corporation or organization (other than the registrant
or a majority owned subsidiary of the registrant) of which such person is an officer
or partner or is, directly or indirectly, the beneficial owner of 10 percent or more
of any class of equity securities;
Any trust or other estate in which such person has
a substantial beneficial interest or as to which such person serves as trustee or
in a similar fiduciary capacity; and
Any relative or spouse of such person, or any relative
of such spouse, who has the same home as such person or who is a director or officer
of the registrant or any of its parents or subsidiaries.
Employee benefit plan. For purposes of Rules
14a-13, 14b-1 and 14b-2,
the term "employee benefit plan" means any purchase, savings, option, bonus,
appreciation, profit sharing, thrift, incentive, pension or similar plan primarily
for employees, directors, trustees or officers.
Entity that exercises fiduciary powers.The
term "entity that exercises fiduciary powers" means any entity that holds
securities in nominee name or otherwise on behalf of a beneficial owner but does
not include a clearing agency registered pursuant to section
17A of the Act or a broker or a dealer.
Exempt employee benefit plan securities. For
purposes of Rules 14a-13, 14b-1
and 14b-2, the term "exempt employee benefit plan
Securities of the registrant held by an employee
benefit plan, as defined in paragraph (b) of this section, where
such plan is established by the registrant; or
If notice regarding the current solicitation has been given
pursuant to Rule 14a-13(a)(1)(ii)(C) or if
notice regarding the current request for a list of names, addresses and securities
positions of beneficial owners has been given pursuant to Rule
14a-13(b)(3), securities of the registrant held by an employee benefit plan,
as defined in paragraph (b) of this section, where such plan is
established by an affiliate of the registrant.
Last fiscal year.The term "last
fiscal year" of the registrant means the last fiscal year of the registrant
ending prior to the date of the meeting for which proxies are to be solicited or
if the solicitation involves written authorizations or consents in lieu of a meeting,
the earliest date they may be used to effect corporate action.
Proxy.The term "proxy" includes
every proxy, consent or authorization within the meaning of section
14(a) of the Act. The consent or authorization may take the form of failure to
object or to dissent.
Proxy statement.The term "proxy
statement" means the statement required by Rule 14a-3(a)
whether or not contained in a single document.
Record date.The term "record date"
means the date as of which the record holders of securities entitled to vote at a
meeting or by written consent or authorization shall be determined.
Record holder.For purposes of Rules
14a-13, 14b-1 and 14b-2,
the term "record holder" means any broker, dealer, voting trustee, bank,
association or other entity that exercises fiduciary powers which holds securities
of record in nominee name or otherwise or as a participant in a clearing agency registered
pursuant to section 17A of the Act.
Registrant.The term "registrant"
means the issuer of the securities in respect of which proxies are to be solicited.
Respondent bank.For purposes of Rules
14a-13, 14b-1 and 14b-2,
the term "respondent bank" means any bank, association or other entity
that exercises fiduciary powers which holds securities on behalf of beneficial owners
and deposits such securities for safekeeping with another bank, association or other
entity that exercises fiduciary powers.
The terms "solicit" and "solicitation"
Any request for a proxy whether or not accompanied
by or included in a form of proxy:
Any request to execute or not to execute, or to
revoke, a proxy; or
The furnishing of a form of proxy or other communication
to security holders under circumstances reasonably calculated to result in the procurement,
withholding or revocation of a proxy.
The terms do not apply, however, to:
The furnishing of a form of proxy to a security
holder upon the unsolicited request of such security holder;
The performance by the registrant of acts required
by Rule 14a-7;
The performance by any person of ministerial
acts on behalf of a person soliciting a proxy; or
A communication by a security holder who does
not otherwise engage in a proxy solicitation (other than a solicitation exempt under
Rule 14a-2) stating how the security holder intends
to vote and the reasons therefor, provided that the communication:
Is made by means of speeches in public forums,
press releases, published or broadcast opinions, statements, or advertisements appearing
in a broadcast media, or newspaper, magazine or other bona fide publication disseminated
on a regular basis,
Is directed to persons to whom the security
holder owes a fiduciary duty in connection with the voting of securities of a registrant
held by the security holder, or
Is made in response to unsolicited requests
for additional information with respect to a prior communication by the security
holder made pursuant to this paragraph (l)(2)(iv).
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