At an open meeting of the U.S. Securities and Exchange Commission (the “SEC”) held on August 25, 2010, the SEC Commissioners voted (by a margin of 3-2) to adopt final rules (the “Final Rules”) that amend the federal proxy rules under the Securities Exchange Act of 1934. The Final Rules come more than a year after the SEC’s most recent rule proposals on proxy access were issued in May 2009 (the “Proposed Rules”) and more than seven years after the SEC first issued proxy access rule proposals in May 2003. In adopting the Final Rules, the SEC noted that “as a matter of fairness and accountability, long-term shareholders should have a means of nominating candidates to the boards of the companies that they own.”

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