Comments on: Turning the tables on Verizon… http://www.footnoted.com/buried-treasure/turning-the-tables-on-verizon/ Morningstar's guide to what's hiding in SEC filings Fri, 10 Feb 2012 20:24:57 +0000 hourly 1 http://wordpress.org/?v=3.2.1 By: Michelle Leder http://www.footnoted.com/buried-treasure/turning-the-tables-on-verizon/comment-page-1/#comment-7857 Michelle Leder Tue, 24 Mar 2009 15:03:39 +0000 http://www.footnoted.com/?p=3488#comment-7857 @ Mark: thanks for the additional perspective. While it sounds like a stretch for anyone to consider a letter to the editor solicitation materials, I'm not an expert on this aspect of the SEC rules and defer to those that are. @ Mark: thanks for the additional perspective. While it sounds like a stretch for anyone to consider a letter to the editor solicitation materials, I’m not an expert on this aspect of the SEC rules and defer to those that are.

]]> By: Mark http://www.footnoted.com/buried-treasure/turning-the-tables-on-verizon/comment-page-1/#comment-7851 Mark Mon, 23 Mar 2009 23:16:53 +0000 http://www.footnoted.com/?p=3488#comment-7851 "Ask the lawyers" is on the right track. This year, among other things, VZ's stockholders are being asked to vote on whether the company should put executive death benefits to a shareholder vote (see item 10 of VZ's proxy statement, submitted by a firefighter's union). Since VZ's definitive proxy wasn't filed until today (March 23rd), the letter to Crain's might technically constitute "solicitation materials" prior to the distribution of a definitive proxy, and would be required to be filed with the SEC upon first use/publication. Note that VZ checked the 14a-12 box on the cover of the March 16th filing. Thanks to 14a-8, VZ usually includes 5 or 6 rule shareholder proposals in its proxy each year--I think there were 9 back in 2004. And this number of course doesn't include all of the crackpot proposals that the company is allowed to exclude (through no-action requests submitted to the SEC). Some would question whether the SEC needs to take another look at 14a-8 someday. “Ask the lawyers” is on the right track.

This year, among other things, VZ’s stockholders are being asked to vote on whether the company should put executive death benefits to a shareholder vote (see item 10 of VZ’s proxy statement, submitted by a firefighter’s union).

Since VZ’s definitive proxy wasn’t filed until today (March 23rd), the letter to Crain’s might technically constitute “solicitation materials” prior to the distribution of a definitive proxy, and would be required to be filed with the SEC upon first use/publication. Note that VZ checked the 14a-12 box on the cover of the March 16th filing.

Thanks to 14a-8, VZ usually includes 5 or 6 rule shareholder proposals in its proxy each year–I think there were 9 back in 2004. And this number of course doesn’t include all of the crackpot proposals that the company is allowed to exclude (through no-action requests submitted to the SEC).

Some would question whether the SEC needs to take another look at 14a-8 someday.

]]> By: Michelle Leder http://www.footnoted.com/buried-treasure/turning-the-tables-on-verizon/comment-page-1/#comment-7845 Michelle Leder Mon, 23 Mar 2009 15:33:38 +0000 http://www.footnoted.com/?p=3488#comment-7845 Thanks, Doug. I hadn't thought of that. Still, it does seem odd to me that Verizon would think enough shareholders would make it to the 19th paragraph of the story to have an impact. Any lawyers want to weigh in here since I seem to be thinking of this in terms of press criticism? Thanks, Doug. I hadn’t thought of that. Still, it does seem odd to me that Verizon would think enough shareholders would make it to the 19th paragraph of the story to have an impact. Any lawyers want to weigh in here since I seem to be thinking of this in terms of press criticism?

]]> By: Ask the lawyers http://www.footnoted.com/buried-treasure/turning-the-tables-on-verizon/comment-page-1/#comment-7844 Ask the lawyers Mon, 23 Mar 2009 15:30:01 +0000 http://www.footnoted.com/?p=3488#comment-7844 You may want to consult your securities lawyer friends on this one. VZ may have felt required to file this letter since it arguably constitutes an attempt to influence the vote at the annual meeting after the proxy statement for that meeting had already been filed. That's my best guess. You may want to consult your securities lawyer friends on this one. VZ may have felt required to file this letter since it arguably constitutes an attempt to influence the vote at the annual meeting after the proxy statement for that meeting had already been filed. That’s my best guess.

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