Some of you may be following the recent posts on Corporate Counsel's Proxy Season blog regarding Broadridge's new and improved form of Notice of Internet Availability of Proxy Materials. As Broc has pointed out, the new form of Notice deviates from the requirements in Rule 14a-16, but Broadridge has assured Corporate Counsel that the form has been blessed by the SEC.

I spoke to the SEC about it and they've indicated that they've received a lot of calls about the new notice. They told me that while the new notice does not strictly comply with the rule, there is substantial compliance in that it provides access to the missing information on www.proxyvote.com. In essence, they said the new notice is in the spirit of the rule and therefore, they didn't plan to address any issues with the notice with Broadridge this proxy season. They did indicate that for next proxy season they expect that the notice will comply.

That said, there is no reason that a client can't ask Broadridge to revise the notice to comply or, ask that they use the old notice which more closely complied with the rules (although not exactly).

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