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Message: AGM will be probably in July

Concerning AGM Date

This may read like boiler plate, but it was the clearest on the “Notice and Access “method, I could find. Here are the basic SEC requirements:

"Notice and Access" [method]

If an issuer chooses [to use] the Notice Only option [which Poet used in 2015], it must send a written Notice to all shareholders, at least 40 calendar days before the issuer’s annual shareholder meeting, stating the issuer’s proxy material has been posted on an Internet website.

The website must be publicly accessible on or before the date the Notice is sent to shareholders, and the material must remain accessible until after the annual meeting.

Among the items the Notice must contain are:

  • Location of the website
  • Time, date, and location of the annual shareholder meeting
  • Description of the items up for vote at the meeting
  • Instructions on how to access the proxy voting card from the website
  • Information on how the shareholder can request email or paper copies of the proxy material (Companies must provide paper or e-mail copies within three business days of a shareholder request; and once a shareholder makes a request for paper or e-mail copies, that request remains in effect until the shareholder requests a change.)

The Notice cannot be sent with a proxy voting card or any other material. The only exception is, the issuer may send a pre-addressed, postage-paid reply card so shareholders can request paper or e-mail copies of the proxy material. A proxy card can only be sent 10 calendar days or more after the Notice was sent.

http://www.rogerscorp.com/ir/noticeandaccess.aspx

Timing and Mechanics in Detail

When implementing the notice and access option, issuers must be aware of the E-Proxy Rules' timing requirements. Under this option, issuers must send out a Notice of Internet Availability at least 40 days before the annual meeting. However, if an issuer is filing a preliminary proxy with the SEC, the preliminary proxy must be filed at least 10 days prior to the date on which proxy materials are first made available to shareholders, and thus, the filing of the preliminary proxy would need to be made at least 50 days from the date of the annual meeting. Also, if an issuer wants to send a proxy card to some or all shareholders after sending out the Notice of Internet Availability, it must wait 10 days after mailing such notice before it can do so.

When using the notice and access option, issuers should assess the functionality of their websites to ensure they comply with the SEC’s rules. The proxy materials must be posted on a publicly accessible website, other than the SEC’s EDGAR website, in a format convenient for both reading online and printing on paper, and must remain available on the website through the conclusion of the meeting. Any subsequent additional soliciting materials must be posted on the website on the date they are made public.

http://www.gibsondunn.com/Publications/Pages/E-ProxyRulestoTakeEffectforAllPublicCompaniesonJanuary1,2009.aspx

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