In connection with a meeting of stockholders, many companies face the decision of whether and how to prepare and file supplemental or amended proxy materials.

The decision to supplement or amend, and how to deliver the message, is guided as much by developed practices over time as it is by the law. Since the proxy solicitation rules only permit discussions with stockholders and other attempts to influence the vote of stockholders based on what has been disclosed in filed proxy soliciting material, it is critical that such disclosure is correct and complete throughout the solicitation process. In light of the approaching 2015 annual stockholder meeting season, we provide a helpful framework for understanding when proxy supplements or amendments are required or advisable and methods for delivery to stockholders.

Reasons to Supplement or Amend -

There are numerous reasons why a company may be required to, or desire to, provide additional information to stockholders after the proxy statement or notice of availability has been mailed. The most common reasons are discussed in detail below.