SHAREHOLDER PROPOSALS FOR 2024 ANNUAL MEETING
In order to be considered for inclusion in the Company’s proxy materials for the 2024 Annual Meeting of Shareholders, any shareholder proposals should be addressed to Tootsie Roll Industries, Inc., 7401 South Cicero Avenue, Chicago, Illinois 60629, Attention: Ellen R. Gordon, Chairman, and must be received no later than November 25, 2023. In addition, the Company’s Bylaws establish an advance notice procedure for shareholder proposals to be brought before any Annual Meeting of Shareholders, including proposed nominations of persons for election to the Board of Directors. The 2024 Annual Meeting of Shareholders is expected to be held on May 6, 2024. A shareholder proposal or nomination intended to be brought before the 2024 Annual Meeting of Shareholders must be received by the Assistant Corporate Secretary on or after January 1, 2024 and on or prior to March 1, 2024.
Shareholders may communicate to the Board of Directors or any individual director in writing, by regular mail, addressed to the Board of Directors or an individual director, care of Tootsie Roll Industries, Inc., 7401 South Cicero Avenue, Chicago, Illinois 60629, Attention: Ellen R. Gordon, Chairman. Mrs. Gordon and her staff will compile any such communications and relay them to the applicable Board member or members.
In addition to satisfying all of the requirements under our bylaws, to comply with the SEC’s new universal proxy rules for our 2024 annual meeting, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth all of the information required by Rule 14a-19 under the Exchange Act no later than March 2, 2023, provided that the date of the meeting has not changed by more than 30 calendar days. If such meeting date is changed by more than 30 days, then notice must be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the day on which public announcement of the date of the annual meeting is first made. The deadline for the Company to receive notice of a shareholder’s nomination of a director nominee is an earlier date, as reflected above.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL FOR THE
SHAREHOLDER MEETING TO BE HELD ON MAY 1, 2023
A copy of this proxy statement, the enclosed proxy card and the 2022 Annual Report of Tootsie Roll Industries, Inc. can be found at the website address: http://www.astproxyportal.com/ast/14960/.
The information included on this website is not part of this proxy statement.
Directions to the shareholder meeting can be obtained by contacting the Office of the Assistant Secretary at (773) 838-3431.
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
Some banks, brokers, broker-dealers and other similar organizations acting as nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this proxy statement and the Annual Report may have been sent to multiple shareholders in your household. If you would prefer to receive separate copies of a proxy statement or Annual Report for other shareholders in your household, either now or in the future, please contact your bank, broker, broker-dealer or other similar organization serving as your nominee. Upon written or oral request to Tootsie Roll Industries, Inc., 7401 South Cicero Avenue, Chicago, Illinois 60629, Attention: Assistant Secretary, or via telephone at (773) 838-3431, the Company will provide separate copies of the Annual Report and/or this proxy statement.