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GAO-07-1170R 1 (2007-08-15)

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   I
   GA 0
T I   IAccountability * Integrity * Reliability
United States Government Accountability Office
Washington, DC 20548

          B-309945


          August 15, 2007

          The Honorable Christopher J. Dodd
          Chairman
          The Honorable Richard C. Shelby
          Ranking Minority Member
          Committee on Banking, Housing, and Urban Affairs
          United States Senate

          The Honorable Barney Frank
          Chairman
          The Honorable Spencer Bachus
          Ranking Minority Member
          Committee on Financial Services
          House of Representatives

          Subject: Secuities and Exchange Commission: Shareholder Choice Regarding Proxy
                  Materials

          Pursuant to section 801(a)(2)(A) of title 5, United States Code, this is our report on a
          major rule promulgated by the Securities and Exchange Commission (Commission),
          entitled Shareholder Choice Regarding Proxy Materials (RIN: 3235-AJ79). We
          received the rule on July 26, 2007. It was published in the Federal Register as a final
          rule on August 1, 2007. 72 Fed. Reg. 42,222.

          The final rule allows shareholders to choose the means by which they access proxy
          materials. The final rule requires issuers and other soliciting persons to post their
          proxy materials on an internet website and provide shareholders notice of the
          internet availability of the materials. The issuer or soliciting person may also
          provide hard paper copies along with the notice. Shareholders may also request
          hard paper copies at no charge to the shareholder.

          Enclosed is our assessment of the Commission's compliance with the procedural
          steps required by section 801(a)(1)(B)(i) through (iv) of title 5 with respect to the
          rule. Our review indicates that the Commission complied with the applicable
          requirements.

          If you have any questions about this report, please contact Michael R. Volpe,
          Assistant General Counsel, at (202) 512-8236. The official responsible for GAO


GAO-07-1170R

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