a. If the registrant has made or intends to make a proxy solicitation, the registrant must either provide a list of security holders to, or mail materials for, any voting security holder[1] who so requests in writing. Upon receipt of such request, the registrant shall:

1. disclose to the requester within five business days:

i. the registrant’s election between mailing or providing the list;

ii. “the approximate number of record holders and beneficial holders, separated by type of holder and class, … which have been or are to be solicited on management’s behalf, or any more limited group … designated by the security holder if … retrievable under the registrant’s or its transfer agent’s security holder data systems;” and

iii. the estimated cost of mailing the materials to such holders;

2. [either mail the materials for the soliciting holder or provide the list, the choice between the two being up to the registrant or the soliciting holder as specified in paragraph (b)]

b. The choice between mailing and list belongs to

1. the requesting security holder if the registrant’s solicitation relates to a going private transaction under rule 13e-3 or [certain roll-up transactions];

2. the registrant in all other cases.

c. “At the time of a list request, the security holder making the request shall:”

1. “If holding the registrant’s securities through a nominee, provide the registrant with a statement by the nominee or other independent third party, or a copy of a current filing made with the Commission and furnished to the registrant, confirming such holder’s beneficial ownership; and”

2. Provide the registrant with an affidavit identifying the proposal or other corporate action that will be the subject of the security holder’s solicitation and attesting that the security holder will comply with paragraph (d) below.

d. “The security holder shall not use the information furnished by the registrant pursuant to paragraph (a)(2)(ii) for any purpose other than to solicit security holders with respect to the same meeting or action by consent … for which the registrant is soliciting or intends to solicit …; or disclose such information to any person other than an employee, agent, or beneficial owner for whom a request was made to the extent necessary to effectuate the communication or solicitation. The security holder shall return the information provided pursuant to paragraph (a)(2)(ii) … and shall not retain any copies thereof or of any information derived from such information after the termination of the solicitation.”

e. “The security holder shall reimburse the reasonable expenses incurred by the registrant in performing the acts requested pursuant to paragraph (a) of this section.”

[Notes 1 and 2 to rule 14a–7 omitted]

[1] That is, any record or beneficial holder of securities entitled to vote at the meeting or consent in question.