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Section 158. Item 7
us SEC - C&DI - Proxy Rules and Schedules
Question 158.01
Question: A registrant will hold a special meeting to elect one new person to its board of directors. The incumbent directors were elected at the annual security holder meeting three months ago and will not be up for re-election. Do the proxy materials for the special meeting have to include the information required by Items 7 and 8 of Schedule 14A for the incumbent directors?
Answer: Yes. [May 11, 2018]
Question 158.02
Question: Does a registrant soliciting proxies for a special meeting at which management will propose a classification of the board of directors (but not the election of any directors under the proposed new board structure) need to include information pursuant to Items 7 and 8 of Schedule 14A in the proxy statement for the special meeting?
Answer: No, provided that the proposal, if adopted, will not have the effect of shortening or lengthening the term of any incumbent directors. [May 11, 2018]
Question 158.03
Question: B is to be merged into A in a Rule 145 transaction. B's security holders will be voting to approve the proposed transaction and will become security holders of A. A's security holders are not voting on the proposed transaction. Three of B's directors will become directors of A. Is it necessary to include the information required by Items 7 and 8 of Schedule 14A as to the directors of A in A's Form S-4, which includes B's proxy statement?
Answer: Yes. Pursuant to Note A to Schedule 14A, the Form S-4 should contain the information required by Items 7 and 8 of Schedule 14A as to the A directors. [May 11, 2018]
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