Austin and others (Ps) presented materials for inclusion into the proxy statement of Consolidated (D) a proposed corporate resolution endorsing various changes in the pension rights of D's employees; allowing employees to retire with no actuarial reduction of their pension rights after 30 years of service regardless of age. D wrote the SEC stating its belief that the proxy statement need not be included because the proposal dealt with D's day to day business. The SEC issued a no-action letter. D relied on the ordinary business exception, and the proposal would result in a benefit to the proponent and furthers a personal interest which are not shared by the other security holders at large. P sued D.

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