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Is The SEC’s Notice Of Internet Availability Of Proxy Materials Form Gender Biased?
Wednesday, March 11, 2015

The idea that men won’t ask for directions is a staple of many jokes.  I don’t know whether this is fact or urban myth.  However, a few years back the Princeton University Press published an entire book on the subject.  In my former career as a petroleum transfer engineer (aka service station attendant), I gave lot’s of directions to people and I don’t recall any gender bias in my interlocutors.

The Securities and Exchange Commission, however, is concerned that people know how to ask for directions.  Rule 14a-16(d)(11) mandates that an issuer include the following in its Notice of Internet Availability of Proxy Materials:

Information on how to obtain directions to be able to attend the meeting and vote in person.

The adopting release states that this requirement was added “in response to comments”.  Mysteriously, however, the release cites no comments explaining why the failure to include this information would leave people (perhaps men) at a loss on how to ask for directions.

Recently, I reviewed several Notices of Internet Availability of Proxy Materials and found that practices varied widely.  Some included an instruction to call the issuer’s investor relations department, others advised calling the venue (e.g., the hotel), others provided driving instructions, and still others failed to include any instruction at all.

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