by Cydney Posner
Corp Fin has just issued a welcome new CDI under the Proxy Rules and Schedule 14A. As you know, under Exchange Act Rule 14a-3(c) and Rule 14c-3(b), companies must mail to the SEC, “solely for its information,” seven copies of their glossy annual reports sent to shareholders. Section 15(d) companies are subject to a similar requirement (only four copies) under Form 10-K. Now, the staff is taking the position that a company can satisfy these requirements by posting “an electronic version of its annual report to its corporate web site by the dates specified in Rule 14a-3(c), Rule 14c-3(b) and Form 10-K respectively, in lieu of mailing paper copies or submitting it on EDGAR. If the report remains accessible for at least one year after posting, the staff will consider it available for its information.” In remarks at a conference today, Corp Fin Deputy Director (Disclosure Operations) Shelley Parratt indicated that the staff viewed the new CDI as a sensible balance that preserves the staff’s need for information with companies’ desires to reduce costs.