a. Preliminary proxy statement. A preliminary proxy statement and form must be filed with the Commission at least 10 calendar days before they are first sent to security holders, or such shorter period as the Commission may authorize. A registrant shall not file preliminary materials, however, if the solicitation is uncontested, relates to an annual meeting or special meeting in lieu thereof, and the only matters to be acted upon are:

1. “The election of directors”

4. including shareholder nominees;

2. “The election, approval or ratification of accountant(s);”

3. Shareholder proposals under rule 14a–8;

5. Executive compensation plan as defined in Item 402(a)(b)(ii) of Regulation S–K; … and/or

8. Say-on-pay votes pursuant to rule 14a–21(a), votes to determine the frequency of such say-on-pay votes pursuant to rule 14a–21(b), or any other shareholder advisory vote on executive compensation.

A registrant’s solicitation is uncontested if the registrant in its proxy material does not comment upon or refer to a solicitation in opposition.

Note 1: “The filing of revised material does not recommence the ten day time period unless the revised material contains material revisions or material new proposal(s) that constitute a fundamental change in the proxy material.”

Note 2: “The official responsible for the preparation of the proxy material should make every effort to verify the accuracy and completeness of the information required by the applicable rules. The preliminary material should be filed with the Commission at the earliest practicable date.”

Note 3: A ‘solicitation in opposition’ includes: (a) Any solicitation opposing a proposal supported by the registrant; and b. any solicitation supporting a proposal that the registrant does not expressly support, other than a shareholder proposal included in the registrant’s proxy material pursuant to Rule 14a–8. The mere inclusion in the registrant’s proxy materials of a shareholder proposal under rule 14a-8 or of a shareholder nominee under applicable state or foreign law or the registrant’s charter or bylaws does not constitute a “solicitation in opposition” even if the registrant opposes this proposal or nominee and solicits against it.

Note 4: If the preliminary materials are filed only because the solicitation is contested, this should be indicated in the transmittal letter to the Commission.

b. Definitive proxy statement and other soliciting material. No later than the date they are first sent to security holders, copies of the definitive proxy statement, form, and all other soliciting materials must be filed with the Commission and any national securities exchange where the registrant has listed securities.

c. Personal solicitation materials. In the case of personal solicitation, all written instructions or other materials discussing the merits and furnished to persons making the actual solicitation, must be filed with the Commission no later than the date the materials are first sent to these persons.

d. Release dates. All filings pursuant to paragraphs (a)-(c) shall indicate the date the materials were, or are intended to be, released to the security holders or soliciting individuals, as the case may be.

e.

1. Public availability of information. Preliminary copies filed pursuant to paragraph (a) shall be clearly marked as such. They shall be immediately available for public inspection unless ….

2. Confidential treatment for mergers etc. … action will be taken on any transaction specified in Item 14 of Schedule 14A, so long as:

i. it is not a transaction subject to rule 13e–3 (going private) or Item 901(c) of Regulation S-K (roll-up);

ii. the parties have not made any public communications relating to the transaction except for statements limited to the information specified in 1933 Act Rule 135; and

iii. “The materials are filed in paper and marked ‘Confidential, For Use of the Commission Only.’” In all cases, the materials may be disclosed to Congress and any US Government department or agency, and the Commission may make any necessary inquiries or investigation.

Instruction: If public communications go beyond the information specified in (iii), the materials must be re-filed promptly as public materials.

f. “Communications not required to be filed. Copies of replies to inquiries from security holders requesting further information and copies of communications which do no more than request that forms of proxy theretofore solicited be signed and returned need not be filed pursuant to this section.”

g. Notice of exempt solicitation under rule 14a-2(b)(1).

1. “Any person who:

i. “Engages in a solicitation pursuant to rule 14a–2(b)(1), and

ii. At the commencement of that solicitation owns beneficially securities of the solicited class with a market value of over $5 million,

shall mail to the Commission and any national securities exchange where any of the registrants securities are listed, within three days of first sending the solicitation or any additional communications to any security holder, a statement or amendment, as the case may be, containing the information specified in the Notice of Exempt Solicitation (§240.14a–103) and as an exhibit all written soliciting materials.

2. However, “no such submission need be made with respect to oral solicitations (other than with respect to scripts used in connection with such oral solicitations), speeches delivered in a public forum, press releases, published or broadcast opinions, statements, and advertisements appearing in a broadcast media, or a newspaper, magazine or other bona fide publication disseminated on a regular basis.”

h. Revised material. Any revised filing pursuant to this section shall indicate the revisions clearly and precisely, e.g. by means of underscoring.

i. Fees. Filings are (2) free, except that (1) preliminary filings involving M&A transactions must include a non-refundable fee established in accordance with Rule 0–11.

j. Merger proxy materials.

1. Materials need not be filed, and are deemed filed, under this section if they are (i) included in a registration statement filed under the 1933 Act on Forms S–4, F–4, or N–14; or (ii) filed under rules 424, 425, or 497 of the 1933 Act.

2. In this case, no fee needs to be paid under this section.

k. “Computing time periods. In computing time periods beginning with the filing date specified in Regulation 14A (rules 14a–1 to 14b–1), the filing date shall be counted as the first day of the time period and midnight of the last day shall constitute the end of the specified time period.”

l. [Minimum 60-day notice period for roll-up transactions].

m. “Cover page. Proxy materials filed with the Commission shall include a cover page in the form set forth in Schedule 14A. The cover page required by this paragraph need not be distributed to security holders.”

n. [Notice of exempt solicitation for roll-up transactions under rule 14a–2(b)(4)]

o. Solicitations before furnishing a definitive proxy statement. … must be made in accordance with rule 14a–12 unless exempt under rule 14a–2.