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This document is a preliminary proxy statement filed by the Icahn Parties regarding their nominees for the Genzyme Corporation Board of Directors and includes comments and requests for clarification
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How to fill out Preliminary Proxy Statement on Schedule 14A

01
Obtain the most current form of the Preliminary Proxy Statement from the SEC's website or your legal counsel.
02
Fill out the identification section, including the company name, address, and SEC file number.
03
Include the date of the shareholder meeting and details about the proposals to be voted on.
04
Describe the voting process, including how shareholders can vote (in person, by mail, etc.).
05
Disclose any potential conflicts of interest related to executive compensation or board nominees.
06
Provide information on management's recommendations regarding each proposal.
07
Include financial statements and any additional information required by the SEC.
08
Review the document carefully for compliance and accuracy.
09
Submit the Preliminary Proxy Statement to the SEC via EDGAR at least 10 days prior to sending it to shareholders.

Who needs Preliminary Proxy Statement on Schedule 14A?

01
Public companies that are soliciting proxies from their shareholders for approval of corporate actions, such as mergers, major transactions, or election of directors.
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People Also Ask about

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).
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.
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.
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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A Preliminary Proxy Statement on Schedule 14A is a regulatory filing made with the Securities and Exchange Commission (SEC) by publicly traded companies. It provides details about issues to be voted on at a shareholder meeting.
Publicly traded companies subject to the reporting requirements of the SEC are required to file a Preliminary Proxy Statement on Schedule 14A when they seek shareholder approval for certain corporate actions.
To fill out a Preliminary Proxy Statement on Schedule 14A, companies must provide detailed information about the matters to be voted on, including proposals, voting processes, and disclosures about management and board members, following the SEC's guidelines.
The purpose of a Preliminary Proxy Statement on Schedule 14A is to inform shareholders about upcoming votes on corporate matters, ensuring transparency and allowing shareholders to make informed decisions before the shareholder meeting.
The Preliminary Proxy Statement must report information such as the date and location of the shareholder meeting, executive compensation, shareholder proposals, background of directors and nominees, and any potential conflicts of interest.
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