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This document contains comments and requests for additional information regarding the proxy statement filed by Pennant Capital Management, LLC related to the nomination of directors for PHH Corporation.
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How to fill out preliminary proxy statement on

How to fill out Preliminary Proxy Statement on Schedule 14A
01
Begin by identifying the date of the meeting and the record date for shareholders.
02
Clearly state the purpose of the proxy statement and the matters to be voted on.
03
Provide a summary of the company's financial performance and any significant changes since the last proxy.
04
Describe the management's recommendations for each agenda item, along with reasons for those recommendations.
05
Include biographical information about board nominees and any other candidates.
06
Ensure to disclose any related party transactions and compensation information.
07
Outline the voting procedures, including how proxy votes will be collected and counted.
08
Include a section on shareholder proposals and any required disclosures regarding such proposals.
09
Provide information on how to obtain additional information and contact details.
10
Review and adhere to the SEC's formatting and filing requirements before submission.
Who needs Preliminary Proxy Statement on Schedule 14A?
01
Publicly traded companies that need to solicit votes from shareholders.
02
Companies planning to hold an annual or special meeting of shareholders.
03
Organizations that have shareholder proposals requiring action.
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What is the purpose of a proxy statement?
Under the SEC's Form 10-K,32 definitive proxy statements must be filed no later than 120 days after the end of fiscal year or by April 30, 2025 this year (if the company wants to incorporate Part III information from the proxy statement into its Form 10-K).
What is the preliminary proxy statement?
A: Fees to be disclosed in response to Item 9(e)(1) of Schedule 14A should be those billed or expected to be billed for the audit of the issuer's financial statements for the two most recently completed fiscal years and the review of financial statements for any interim periods within those years.
What is a DEF 14A proxy statement?
The information required in the proxy statement must include: (1) the identity of the late filer; (2) the number of late filings; (3) the number of transactions not reported on time; and (4) any known failure to file a required form. The solicitation of proxies section is required by Item 4 of Schedule 14A.
What is the meaning of 14A?
Section 14A is a disallowance provision. This section provides that while computing the total income of any assessee, no deduction will be permitted in respect of any expense incurred in relation to any income which is exempt from income tax.
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What is Preliminary Proxy Statement on Schedule 14A?
A Preliminary Proxy Statement on Schedule 14A is a document filed with the SEC by public companies to solicit shareholder votes for corporate actions, such as mergers and acquisitions, director elections, and other significant matters.
Who is required to file Preliminary Proxy Statement on Schedule 14A?
Publicly traded companies that are seeking shareholder approval for certain corporate transactions or governance changes are required to file a Preliminary Proxy Statement on Schedule 14A with the SEC.
How to fill out Preliminary Proxy Statement on Schedule 14A?
Filling out a Preliminary Proxy Statement on Schedule 14A involves providing detailed information regarding the matters to be voted on, the company's management, compensation, and any other relevant disclosures as required by SEC regulations and guidelines.
What is the purpose of Preliminary Proxy Statement on Schedule 14A?
The purpose of the Preliminary Proxy Statement on Schedule 14A is to inform shareholders about important voting matters, provide them with necessary information to make informed decisions, and to obtain their approval prior to a shareholder meeting.
What information must be reported on Preliminary Proxy Statement on Schedule 14A?
The information that must be reported includes details about the issues being voted on, management's proposals, director nominations, executive compensation, related party transactions, and other significant corporate governance matters.
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