Rule 14a-5(f) requires, if the date of the annual meeting of a registrant is subsequently advanced or delayed by more than 30 calendar days from the anniversary of the previous year's annual meeting date, that the registrant shall, in a timely manner, inform its shareholders of such change, and the new dates referred to under Rule 14a-5(e)(i) and (ii) above by including a notice in its earliest possible Form 10-Q or, if that is impracticable (to inform the shareholders in a timely manner), any means reasonably calculated to inform its shareholders (most registrants use Item 8.01 disclosure on Form 8-K).
A surprising number of registrants fail to provide adequate notice related to Rule 14a-5(e)(ii) on their Form 8-K, which covers the deadline for shareholder proposals to be submitted outside Rule 14a-8 (e.g., "In order for any shareholder proposals submitted outside of Rule 14a-8 of the Exchange Act to be considered "timely" for purposes of Rule 14a-4(c) of the Exchange Act, the proposal must be received at our principal executive offices not later than ____________" or words of similar import are missing).
See, for example, the following excerpts from Furmanite Corporation's Form 8-K dated May 28, 2015 and Fluidigm Corporation's Form 8-K dated May 29, 2015:
(https://www.sec.gov/Archives/edgar/data/54441/000005444115000094/a8-kshareholderproposalsma.htm)
Item 8.01 Other Events.
As previously disclosed, the 2015 Annual Meeting of Stockholders of Furmanite Corporation (the “Company”) was scheduled for April 24, 2015 and subsequently postponed. The Board of Directors of the Company has designated June 30, 2015 as the rescheduled date for the 2015 Annual Meeting of Stockholders of the Company. Pursuant to Rule 14a-5(f) and Rule 14a-8(e)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because the meeting date is more than 30 days from the anniversary of the Company’s 2014 Annual Meeting of Stockholders, the Company has set June 3, 2015 as the new deadline for the receipt of shareholder proposals submitted pursuant to Rule 14a-8 of the Exchange Act, for inclusion in the Company’s proxy materials for the 2015 Annual Meeting. In order to be considered timely, such proposals must be received in writing by the Company before the close of business on June 3, 2015 and delivered to the Company’s Secretary at the Company’s principal executive offices located at 10370 Richmond Avenue, Suite 600, Houston, Texas 77042.
(https://www.sec.gov/Archives/edgar/data/1162194/000116219415000112/form8-kx2015annualmeeting.htm)
Item 8.01
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Other Events
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2015 Annual Meeting of Stockholders; Date for Submission of Stockholder Proposals
Fluidigm Corporation (the “Company”) currently intends to hold its annual meeting of stockholders on Wednesday, July 29, 2015 (the “2015 Annual Meeting”). The exact time and location of the 2015 Annual Meeting will be specified in the Company’s proxy statement for the 2015 Annual Meeting.
Because the expected date of the 2015 Annual Meeting represents a change of more than 30 calendar days from the date of the anniversary of the Company’s 2014 annual meeting of stockholders, the Company is affirming the deadline for receipt of stockholder proposals submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for inclusion in the Company’s proxy materials for the 2015 Annual Meeting. In order to be considered timely, such proposals must be received in writing by the Company’s Corporate Secretary at the Company’s principal executive offices at 7000 Shoreline Court, Suite 100, South San Francisco, California 94080 by the close of business on Monday, June 8, 2015. Such proposals also must comply with the applicable requirements of Rule 14A-8 of the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials and other applicable laws.
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