General Rules and Regulations
Securities Exchange Act of 1934
Rule 14a-5 -- Presentation of Information in Proxy Statement
The information included in the proxy statement
shall be clearly presented and the statements made shall be divided into groups
according to subject matter and the various groups of statements shall be preceded
by appropriate headings. The order of items and sub-items in the schedule need
not be followed. Where practicable and appropriate, the information shall be presented
in tabular form. All amounts shall be stated in figures. Information required
by more than one applicable item need not be repeated. No statement need be made
in response to any item or sub-item which is inapplicable.
Any information required to be included in the proxy
statement as to terms of securities or other subject matter which from a standpoint
of practical necessity must be determined in the future may be stated in terms
of present knowledge and intention. To the extent practicable, the authority to
be conferred concerning each such matter shall be confined within limits reasonably
related to the need for discretionary authority. Subject to the foregoing, information
which is not known to the persons on whose behalf the solicitation is to be made
and which it is not reasonably within the power of such persons to ascertain or
procure may be omitted, if a brief statement of the circumstances rendering such
information unavailable is made.
Any information contained in any other proxy soliciting
material which has been furnished to each person solicited in connection with
the same meeting or subject matter may be omitted from the proxy statement, if
a clear reference is made to the particular document containing such information.
All printed proxy statements shall be in roman type at least
as large and as legible as 10-point modern type, except that to the extent necessary
for convenient presentation financial statements and other tabular data, but not
the notes thereto, may be in roman type at least as large and as legible as 8-point
modern type. All such type shall be leaded at least 2 points.
Where a proxy statement is delivered through an electronic
medium, issuers may satisfy legibility requirements applicable to printed documents,
such as type size and font, by presenting all required information in a format
readily communicated to investors.
All proxy statements shall disclose, under an appropriate
caption, the following dates:
The deadline for submitting shareholder proposals
for inclusion in the registrant's proxy statement and form of proxy for the registrant's
next annual meeting, calculated in the manner provided in Rule
14a- 8(d)(Question 4); and
The date after which notice of a shareholder proposal
submitted outside the processes of Rule 14a-8 is considered untimely, either calculated
in the manner provided by Rule 14a-4(c)(1) or
as established by the registrant's advance notice provision, if any, authorized
by applicable state law.
If the date of the next annual meeting is subsequently
advanced or delayed by more than 30 calendar days from the date of the annual
meeting to which the proxy statement relates, the registrant shall, in a timely
manner, inform shareholders of such change, and the new dates referred to in paragraphs
(e)(1) and (e)(2) of this section, by including a notice, under Item 5, in its
earliest possible quarterly report on Form
10-Q or Form 10-QSB, or, in the case
of investment companies, in a shareholder report under Rule 30d-1 [Editor's note:
This section was redesignated as Rule 30e-1.
See 66 FR 3734, 3759, Jan. 16, 2001.] under the Investment Company Act of 1940,
or, if impracticable, any means reasonably calculated to inform shareholders.
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