As of January 1, 2009, all companies soliciting proxies under SEC rules were required to post Annual Meeting materials to the Internet and notify shareholders of their availability. We strongly recommend that our clients review all the options available to them. The "Notice" part of the rule has options for compliance but the "Access" part has requirements that apply to all.

The "Notice" provisions allow two options: Notice Only and Full Set Delivery.

The "Access" requirements include Web Hosting of proxy materials and fulfillment of requests for hardcopy.

Notice Only

Under the Notice Only option a one-page document must be mailed to shareholders at least 40 days prior to the Meeting date. This document must inform the shareholders that the company's proxy materials are electronically available at a specified web site; the letter must also explain how the proxy materials can be accessed.

The initial Notice cannot be accompanied by any other material, except for a notice of a Meeting, as required by State corporate law. Following the Notice mailing, issuers may elect to mail the proxy card beginning 10 or more days after. The proxy card mailing must also contain another copy of the original Notice.

Full Set Delivery

Under the Full Set Delivery option the issuer will follow the traditional method of providing proxy material. Shareholders will receive the proxy statement, Annual Report, proxy card and return envelope. In addition, shareholders must also receive a notice indicating that the materials may be obtained electronically.

This notice may be provided separately or incorporated into the proxy statement and proxy card. Another provision requires that the material must be posted on a publicly accessible and dedicated web site no later than the date the notice is sent to shareholders. This requirement eliminates the need to respond to requests for hard copy sets.

Combination of Both Models

The commission permits issuers to choose to use both models of delivery. A company can use Notice Only for certain categories of shareholders and Full Set Delivery for other categories. For example, a company can adopt Notice Only for its larger holders and Full Set for its smaller shareholders (e.g., 100 shares or less). If a company opts to use this option it must then follow the 40-day deadline.

Web Hosting

The regulation requires issuers to post their proxy material on a dedicated web site that provides a navigational toolbar and components to facilitate the viewing, downloading and printing of the Annual Meeting materials.
The proxy material must be:

Readable.
Printable.
Searchable.
Essentially the same as hard copy.

The dedicated web site must be cookie-free, i.e., no tracking of any kind (not the Issuer's home page or the SEC Edgar address). This site must be accessible to shareholders by the date the mailing commences.

Fulfilment

The regulations mandate that hard-copy materials must be provided to any shareholder making a verbal, written or electronic request for them.

Requested materials must be sent via first class mail within three business days of the receipt of the request. Additionally, all materials must be retained on a web site and hard copy must be available for one year after the Annual Meeting. The three-day and first class delivery requirements do not apply to requests received after the meeting, however.

Not only do we "do it all," we do it by employing full-time specialists year round to ensure that you and your staff deal only with knowledgeable personnel who are dedicated to specific tasks and available when you require them most. Assigning all Annual Meeting-related service functions to our specialized Proxy Department allows your regular Account Administrator to be available to you for crucial day-to-day needs without diversion. Having full-time Meeting specialists available to our clients distinguishes Empire from most, if not all, other agents.

In addition to the mailing and tabulation services you would expect, we are able to offer directly a number of other critical capabilities, including:

DTC Linkage
Electronic Broadridge linkage.
Householding of shareholder positions.
Intuitive Internet voting.
Incorporation of Employee Plan share positions.
Interface with all outside solicitors.
Reconcilement of "over-voted" positions, and, of course, the variety of services previously cited as now required under Notice and Access, including Fulfillment, online document conversion and Web hosting.

Empire works closely with our clients and all of their outside vendors to coordinate the development of a proxy card and to manage required supplies. We also monitor the timing of key events to be certain all mailings are timely, and that street materials are properly managed. Partnership is a key to our approach to the entire Meeting cycle.

It will be critically important in 2011 to make decisions regarding Notice and Access and establish timelines and vendor relationships, including determining if a solicitor is needed. This decision should be made as soon as possible. Please direct any inquiry or question you may have to us as soon as possible.

Your experience tells you that a successful vote outcome depends on the cooperation and resources of a number of industry participants. DTC, Broadridge, a solicitor, a printer, and now in 2011, several others, may also be employed. This Meeting Guide outlines the roles each of these plays in the Meeting process and it provides sample letters, required forms, and detailed instructions to perform these important tasks.

Regulatory changes, which allow for majority voting on Director elections and changes to the discretionary rules, have raised the bar to achieving a desired voting percentage. Your firm may need the special capabilities of a proxy solicitor in order to get the votes you need – even for a quorum. This may be true especially if any one of your proposals is controversial or is opposed by a known block or activist group. We work closely with all the major proxy solicitors, but we recommend Morrow & Co. because we find that they offer the best combination of expertise, responsive service, and technology.

Broadridge Financial Solutions, Inc.

Broadridge plays a major role in facilitating communication between a corporate issuer and its shareholders. Since this communication is extremely important, the basic information we are providing on Broadridge's role should help this communication process.

Five days after Broadridge has been informed of your record date and Meeting date, it will have an estimate of the material requirement to mail to beneficial shareholders. Three business days after the record date, Broadridge will provide a record date Position Report and Confirmation, indicating the exact material requirement to mail to your beneficial shareholders. Empire can provide you with these numbers, or, if you would like, you can visit Broadridge directly at www.broadridge.com, or use their automated system at 631.254.7067. Have your CUSIP number available to use the system.

For fulfillment under Notice and Access, intermediaries (Broadridge) must prepare their own Notice and customize it to indicate how clients can provide voting instructions to the intermediary. Please note that Broadridge must receive the link to your proxy materials no later than 5 business days prior to your mailing date. Hence, issuers will have to provide the Notice information to these intermediaries or their agents in advance of the 40-day mailing deadline.

The intermediary has three business days from receipt of the request from the investor for hard copy material to forward it to the company or its agent, which, in turn, has three business days from its receipt to forward it back to the intermediary, which again has three business days from its receipt of the materials to forward the request to the investor.

Obviously, when the various three day periods are totaled – with mailing times added – the cumulative time from investor request to the receipt of the requested package may be three weeks or longer. In this scenario, there may be very little time for the investor to vote or to vote in an informed manner.

Our View – Broadridge's Proxy Services

You may be aware that Broadridge is offering its proxy distribution services for both registered and beneficial (street) holders. While the concept of "1-stop shopping" may seem appealing at first glance, experience over the past several years indicates that this approach results in a number of significant problems. Most notably, Broadridge does not provide the scope of services that we at Empire do. Additionally, using the Broadridge services for your registered shareholders will increase your costs.

Broadridge services fall short in several areas, as follows:

> Broadridge does not return address change information to the transfer agent. In this regard, their practice does not comport with SEC requirements, which mandate that issuers and their transfer agents record the "last date of contact." This information must be maintained by your agent to comply with lost-shareholder search and escheatment requirements.
> Broadridge does not furnish the issuer with any shareholder comments. As an issuer, you are not able to address shareholders' questions or concerns in a timely fashion.
> Broadridge does not forward any shareholder-appended information regarding transfers, lost certificates, or other matters critical to maintaining pristine records and reducing escheatment costs.
> Broadridge requires transfer agents to supply registered information to them via tapes and lists, services which will result in additional costs.

Finally, many clients have contracts which already include the services Broadridge will offer.

Contracting with Broadridge may double the cost without the issuer deriving additional benefit.

Empire is in the best position to distribute materials to your registered shareholders and to tally their votes in an accurate manner. We encourage you to use Broadridge for your beneficial holders only.