Build Support for Your Shareholder Resolutions by Posting on SEC© EDGAR

Filing a Notice of Exempt Solicitation via Form PX14A6G

By Rob Berridge, Ceres

Background

To build support for shareholder resolutions, some investors post information to the Securities and Exchange Commission’s (SEC’s) EDGAR© database, which is followed by mainstream financial analysts, among many other members of the investment industry. Therefore, this may be an important way to help build the vote for your resolution.

A commonly posted item is a rebuttal to a company’s opposition statement to a shareholder resolution. This same text might also be used as a memo submitted to the proxy advisory firms.

The proxy advisory firm ISS recently told our group of investors that ISS is not automatically informed of resolution-related EDGAR© postings, and they requested that investors send EDGAR© postings directly to ISS so they are in the loop.

Various vendors assist investors with EDGAR© postings. The instructions below are based on information provided by one vendor – Securex Filings.

How To Post

Each filing organization needs SEC-issued Filer Codes. Once obtained, the CIK number is used for all your organizations filings regardless of the subject company the filing is for. Your organization may already have one. To search the SEC© database click here. If not, Securex can help you get one — you would need to complete a Form ID and have it notarized. The SEC© states it takes up to 3 business days to issue filer codes although Securex can usually obtain codes within 24 hours. You will receive 4 codes associated with your CIK. The passwords are for various interactions you might have with the SEC.

Once you have your SEC© Filer Codes, you just write a letter using Microsoft Word and submit it to Securex along with your CIK and CCC numbers. There is no word limit on your posting. However, the example we provide from Walden (in the March 21^st SICS materials) makes powerful arguments succinctly.

Securex converts your letter into a format necessary for posting to EDGAR. This is sometimes referred to as ‘EDGARizing’ your document. Once converted, Securex sends you a proof of the EDGARized© document. Changes, if required, may be hand marked and submitted to Securex for processing. Once approved for filing, you complete a cover sheet they provide, sign it and send it back to them so that Securex may transmit the filing to the SEC© on your behalf.

Securex has no hidden fees unlike some competitors. They serve investors of a variety of sizes and claim to be less expensive than the firms that focus on serving the largest investors. A web search will reveal other vendors you might consider using.

Additional examples of Exempt Solicitation filings submitted in 2012 and 2013 are available on the SEC© website

For questions, the Securex toll-free # is: 877-732-3453

You can ask for Alexander. His extension is 7011.

One part of the Securex web site that might help be helpful is: How To EDGAR© And File Your Documents

To submit the text yourself (without a vendor such as Securex) you would need to purchase EDGARizing© software that converts the documents into a format accepted by the SEC© EDGAR© system, according to Alex.