Reminder: send your ARS to the SEC

By Cydney Posner

Just a reminder that not everything is filed on EDGAR. Under Rule 14a-3(c), every company soliciting proxies for an annual meeting must still submit to the SEC paper copies of their glossy annual reports to shareholders. That requirement applies even if the company is using a wrap 10-K as the ARS and has already filed its 10-K. Under the rule, seven copies of the ARS must be mailed to the SEC, solely for its information, not later than the date on which the ARS is first sent or given to security holders or the date on which preliminary copies, or definitive copies, if preliminary filing was not required, of solicitation material are filed with the SEC under Rule 14a–6, whichever date is later. The ARS is not deemed to be "soliciting material" or to be "filed" with the SEC or otherwise subject to 14A or to Section 18 liability, except to the extent that the company specifically requests that it be treated as a part of the proxy soliciting material or incorporates it in the proxy statement or other filed report by reference.

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