CarbonMeta Technologies Inc (COWI)

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B. The NOBO/OBO System
The names of the ultimate beneficial owners of street name shares - i.e., the customers of the brokers and banks who have deposited the shares with DTC - are maintained by the brokers and banks, not by companies themselves. Recognizing that this system left companies without direct contact with a large proportion of their beneficial owners, the Commission adopted rules in 1983, which went into effect in 1986, requiring brokers and banks to provide companies with lists of "non-objecting beneficial owners" (or "NOBOs") who did not object to having their names and addresses supplied to companies.17 Objecting beneficial owners (or "OBOs"), which constitute an estimated 75 percent of shares held in street name,18 still may be contacted directly only by the broker or bank, or its agent. Although companies may mail proxy materials directly to NOBOs, as a practical matter they never do so, because current SEC rules require companies to forward proxy materials through brokers and banks regardless of whether they are also mailed directly.19 Therefore, companies only use NOBO lists to mail out supplemental materials, annual reports and quarterly reports, which do not have to be mailed through brokers and banks.20 Furthermore, because only the brokers and banks are legally entitled to vote shares held in street name, companies cannot use NOBO lists to enable beneficial owners to vote directly with the company.



3. SEC's Proposed Election Contest Rules

Companies' need to communicate with their shareholders will be further exacerbated if the Commission adopts final rules to enable shareholders to directly nominate candidates for the board of directors (the "Election Contest Rules").31 Under the Election Contest Rules, shareholder nominations for the board of directors would have to be included in company proxy materials if one of two triggers is met: (1) more than 35 percent of shares voted are "withhold" votes for a director, or (2) a proposal made by a more than 1 percent shareholder to activate shareholder nomination procedures receives a majority vote.32 If one of these triggers is reached, any group comprised of the holders of more than 5 percent of the company's stock would be able to place up to three director nominees (depending on the size of the board) in the company's proxy statement and on the company's proxy card for two years.33

http://www.sec.gov/rules/petitions/petn4-493.htm