March 25, 2013
Re: Oshkosh VIF
I chair the Steering Committee that monitors the performance of Broadridge's administration of the proxy process.
Members of the Steering Committee noted the Feb 12, 2013 comment letter posted by James McRitchie on the SEC's website regarding the VIF furnished to shareholders of Oshkosh Corporation in connection with Oshkosh's January 29, 2013 Annual Meeting of Shareholders. In his comment, Mr. McRitchie stated that the Oshkosh VIF, insofar as it relates to the sole shareholder proposal on the ballot, "clearly did not meet the requirements of SEC Rule 14a-4(a)(3) to identify proxy items clearly and impartially".
However, a review of Item 4 on the Oshkosh Proxy Card, "Consideration of a Shareholder Proposal, if Properly Presented", and the corresponding language on the Oshkosh VIF, shows that the VIF exactly mirrors the language of the proxy card. There was no rewording or abbreviating on the VIF.
The VIF prepared by Broadridge strictly replicated the language of the Oshkosh proxy card.
Stephen P. Norman
Broadridge Independent Steering Committee