☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
☐ | | | No fee required. | |||
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☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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| | (1) | | | Title of each class of securities to which transaction applies: Capital Stock, $1.00 par value per share | |
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| | (2) | | | Aggregate number of securities to which transaction applies: As of November 29, 2021, 18,730,099 shares of capital stock outstanding, 106,544 shares of capital stock subject to restricted stock unit awards, 114,554 shares of capital stock subject to performance-based share unit awards, and 3,484 shares of capital stock subject to issuance under the Company’s employee stock purchase plan. | |
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| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Solely for purposes of calculating the registration fee, the maximum aggregate value of the transaction was calculated as the sum of (A) 18,730,099 shares of capital stock, par value $1.00 per share, multiplied by $277.00 per share, (B) 106,544 shares of capital stock subject to restricted stock unit awards multiplied by $277.00 per share, (C) 114,554 shares of capital stock subject to performance-based share unit awards multiplied by $277.00 per share, and (D) 3,484 shares of capital stock subject to issuance under the Company’s employee stock purchase plan multiplied by $277.00 per share. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying .0000927 by the maximum aggregate value of the transaction. | |
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| | (4) | | | Proposed maximum aggregate value of transaction: $5,250,446,637.00 | |
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| | (5) | | | Total fee paid: $486,716.41 | |
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☐ | | | Fee paid previously with preliminary materials. | |||
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☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |||
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| | (1) | | | Amount Previously Paid: | |
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| | (2) | | | Form, Schedule or Registration Statement No.: | |
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| | (3) | | | Filing Party: | |
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| | (4) | | | Date Filed: | |
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