01/31/2003
- all written materials ("solicitation materials") used to solicit votes from stockholders must be filed with the SEC before you can send them to stockholders;
- the Company will file each candidate's solicitation materials with the SEC, on the following two dates only: February 18, 2003, and the date the Company files its Proxy Statement on or about March 5, 2003 (additional solicitation materials only);
- for filing with the SEC, candidates must submit their solicitation materials to the Office of the Corporate Secretary by February 13, 2003;
- no solicitation materials, filed by the Company, can be sent to stockholders by the candidate until the candidate has been notified that the Company has filed the materials with the SEC;
- if a candidate intends to send non-filed, solicitation materials to stockholders, they must personally (on their own) file the documents with the SEC;
- no solicitation of proxies/votes shall be made by means of false or misleading statements of material facts or omissions of material facts;
- no person shall solicit any undated or post-dated proxies; and
- candidates should use the list of stockholders, as of the record date (February 24, 2003), to solicit proxies/votes. A stockholder list can be obtained upon written request to the Membership Department. If a candidate uses a stockholder list before the record date, they have a responsibility to obtain an updated stockholder list from the Membership Department as of the record date to make certain all voting stockholders are solicited.
Additionally, if you solicit votes from the stockholders BEFORE the Proxy Statement is filed with the SEC (on or about March 5, 2003) you must include the following on the front page of your solicitation materials:
I, __________ am the beneficial owner of ____ shares of common stock of NYMEX Holdings, Inc. and ____ Class A memberships in New York Mercantile Exchange, Inc.
A proxy statement containing important information about the election of directors of NYMEX Holdings, Inc. and other matters will be filed with the Securities and Exchange Commission and mailed to the stockholders of NYMEX Holdings prior to NYMEX Holdings' Annual Meeting of Stockholders scheduled for March 18, 2003. You are encouraged to read the proxy statement when it becomes available. When it is filed with the SEC, the proxy statement, as well as all of NYMEX Holdings' SEC filings, can be obtained free of charge from the SEC's website at www.sec.gov. Copies may also be obtained free of charge from the Office of Corporate Governance of NYMEX Holdings.
Each candidate for election to the Board of Directors is required to comply with the SEC's Proxy Rules. The Company will file your solicitation materials only on the two dates noted above. If you fail to submit your materials on the designated dates, you will be responsible for complying with the SEC's Proxy Rules on your own.
Please note that the concept of "solicitation materials" is construed broadly by the SEC. It includes any materials (including advertising) distributed to stockholders with the purpose of requesting their vote. It can also include the text of speeches. If you have any questions about whether or not something qualifies as solicitation materials, or if you have any other questions regarding compliance with Regulation 14A, please contact Robin Zablow, Office of Corporate Governance, at 299-2212.