Rules 14a–3 to 14a–15 apply to every proxy solicitation with respect to registered securities, except:

a.

1. [forwarding of proxy materials by brokers];

2. [solicitation by beneficial owner (from broker etc.)];

3. – 5. …

6. “Any solicitation through the medium of a newspaper advertisement which informs security holders of a source from which they may obtain copies of a proxy statement, form of proxy and any other soliciting material and does no more than:

i. Name the registrant,

ii. State the reason for the advertisement, and

iii. Identify the proposal or proposals to be acted upon by security holders.”

b. The following, which are, however, subject to 14a-6(g), 14a-7, and 14a-9:

1. Any solicitation by any person who does not seek, either on its own or another’s behalf, the power to act as proxy and does not furnish or otherwise request a form of revocation, abstention, consent or authorization.

Exceptions: This exemption shall not apply to:

i. The registrant;

ii. “An officer or director of the registrant or any person serving in a similar capacity engaging in a solicitation financed directly or indirectly by the registrant;”

iii. …;

iv. “Any nominee for whose election as a director proxies are solicited;”

v. “Any person soliciting in opposition to a merger, recapitalization, reorganization, sale of assets or other extraordinary transaction recommended or approved by the board of directors of the registrant who is proposing or intends to propose an alternative transaction to which such person or one of its affiliates is a party;”

vi. “Any person who is required to report beneficial ownership of the registrant’s equity securities on a Schedule 13D, unless such person has filed a Schedule 13D and has not disclosed pursuant to Item 4 thereto an intent, or reserved the right, to engage in a control transaction, or any contested solicitation for the election of directors;”

vii. – viii. …;

ix. “Any person who, because of a substantial interest in the subject matter of the solicitation, is likely to receive a benefit from a successful solicitation that would not be shared pro rata by all other holders of the same class of securities, other than a benefit arising from the person’s employment with the registrant; and”

x. “Any person acting on behalf of any of the foregoing.”

2. “Any solicitation made otherwise than on behalf of the registrant where the total number of persons solicited is not more than ten;”

3. “ The furnishing of proxy voting advice by any person (the “advisor”) to any other person with whom the advisor has a business relationship, if:”

(i) “The advisor renders financial advice in the ordinary course of his business;”

(ii) discloses conflicts of interests (material interests in the matter or significant relationships with the registrant or its affiliates or a security holder proponent of the matter)

(iii) receives no special payment for the advice from anyone other than its recipient and other persons receiving similar advice; and

(iv) does not furnish the advice on behalf of any person soliciting proxies or of an election participant subject to 14a-12(c);

4. …;

5. [research reports];

6. [for solicitations in electronic shareholder forums up to 60 days before the meeting date, the exceptions for registrants etc. to paragraph (1) above do not apply];

(7)/(8) [relate to the so-called proxy access rule 14a-11, which was vacated by Business Roundtable v. SEC (D.C. Circuit 2011).]

(9) Paragraphs (b)(1) and (b)(3) are not available to a person furnishing proxy voting advice covered by 14a-1(l)(1)(iii)(A) (“proxy voting advice business”) unless:

(i) “The proxy voting advice includes prominent disclosure of:

(A) Any information regarding an interest, transaction, or relationship of the proxy voting advice business (or its affiliates) that is material to assessing the objectivity of the proxy voting advice in light of the circumstances of the particular interest, transaction, or relationship; and

(B) Any policies and procedures used to identify, as well as the steps taken to address, any such material conflicts of interest arising from such interest, transaction, or relationship; and”

(ii) “The proxy voting advice business has adopted and publicly disclosed written policies and procedures reasonably designed to ensure that:”

(A) The advice is made available at no cost to registrants subject of the advice at or prior to the time when such advice is disseminated to the proxy voting advice business’s clients;

(iii) Such policies and procedures may include conditions requiring that the registrant

(A) file its definitive proxy statement at least 40 days before the meeting (or other voting date) and (B) acknowledge that it will use the copy of the advice only for its internal purposes and/or in connection with the solicitation and such copy will not be published or otherwise shared except with the registrant’s employees or advisers;

Note: Subsequent revisions of the advice relating to the same meeting need not be made available.

and

(B) The proxy voting advice business provides its clients with a mechanism by which they can reasonably be expected to become aware of any written statements regarding its proxy voting advice by registrants subject of such advice, in a timely manner before the meeting (or other voting date).

(iv) A sufficient mechanism is to provide electronic notice of any additional soliciting materials filed by the registrant pursuant to 14a-6, including an EDGAR hyperlink to those materials when available.

Paragraph (b)(9)(ii) does not apply to the extent proxy voting advice

(v) is based on custom voting policies that are proprietary to a proxy voting advice business’s client, or

(vi) concerns solicitations subject to 14a-3(a)

(A) to approve an M&A transaction specified in §230.145(a); or

(B) that oppose a solicitation subject to this regulation by any other person.