Current through September 9, 2024
(a) A converting
mutual savings and loan association shall comply with the provisions of this
section. Any depositor who provides proxy solicitation material to depositors
for the meeting to vote on the conversion also shall comply with the provisions
of this section, except where:
(1) The
depositor solicits fifty people or fewer and does not solicit proxies on behalf
of the converting institution; or
(2) the depositor solicits proxies through
newspaper advertisements after the converting institution's governing board
adopts the plan of conversion. Any newspaper advertisements may include only
the following information:
(A) The converting
institution's name;
(B) the reason
for the advertisement;
(C) the
proposal or proposals to be voted upon;
(D) where a depositor may obtain a copy of
the proxy solicitation material; and
(E) a request for depositors to vote at the
meeting.
(b)
The form of proxy shall include all of the following:
(1) A statement in bold face type stating
whether management is soliciting the proxy;
(2) blank spaces for the depositor to date
and sign the proxy;
(3) clear and
impartial identification of each matter or group of related matters that
depositors will vote upon. Any proposed charitable contribution shall be
included as an item to be voted on separately;
(4) the phrase "Revocable Proxy" in at least
eighteen point bold face type;
(5)
a description of any restrictions or conditions on votes by proxy;
(6) an acknowledgment that the depositor
received a proxy statement before he or she signed the form of proxy;
(7) the date, time and place of
the meeting, when available;
(8) a
way for the depositor to specify by ballot whether he or she approves or
disapproves of each matter that depositors will vote upon;
(9) a statement that management will vote the
proxy in accordance with the depositor's specifications; and
(10) a statement in bold face type indicating
how management will vote the proxy if the depositor does not specify a choice
for a matter.
(c) The
converting institution shall not use previously executed proxies for the plan
of conversion vote. If depositors consider the plan of conversion at an annual
meeting, the converting institution may vote proxies obtained through other
proxy solicitations only on matters not related to the plan of conversion. The
converting institution may vote a proxy obtained for the plan of conversion
vote on matters that are incidental to the conduct of the meeting but shall not
vote any such proxy at any meeting other than the meeting to vote on the plan
of conversion or any adjournment of such meeting.
(d) The converting institution shall prepare
its proxy statement in compliance with this section and the proxy statement
shall include the type of information required to be included by Form PS issued
by the Office of Thrift Supervision.
(e) The commissioner shall review the proxy
solicitation material with the application for conversion and shall authorize
the use of such material. The converting institution shall provide an
authorized written proxy statement to depositors before or at the same time it
provides any other soliciting material and shall mail authorized proxy
solicitation material to depositors not later than ten days after the
commissioner authorizes the solicitation.
(f) If the converting institution revises its
proxy solicitation materials, it shall file the revised materials as an
amendment to its application for conversion in accordance with section
36a-136-10
of the Regulations of Connecticut State Agencies. The converting institution
shall obtain the authorization of the commissioner prior to sending or giving
the proxy solicitation material to depositors. The converting institution shall
indicate the date that it will release the materials. Unless the commissioner
so requests, the converting institution need not file copies of replies to
inquiries from its depositors or copies of communications that merely request
depositors to sign and return proxy forms.
(g)
(1) The
converting institution shall mail a depositor's authorized proxy solicitation
material if (A) the governing board adopted a plan of conversion, (B) a
depositor requests in writing that the institution mail the proxy solicitation
material, (C) the commissioner has authorized the depositor's proxy
solicitation, and (D) the depositor agrees to defray the converting
institution's reasonable expenses.
(2) As soon as practicable after the
converting institution receives a request under subdivision (1) of this
subsection, it shall mail or otherwise furnish the following information to the
depositor:
(A) The approximate number of
depositors that it solicited or will solicit or the approximate number of
members of any group of account holders that the depositor designates; and
(B) the estimated cost of mailing
the proxy solicitation material for the depositor.
(3) The converting institution shall mail
authorized proxy solicitation material to the designated depositors promptly
after the depositor furnishes the materials, envelopes or other containers and
postage or payment for postage to it.
(4) The converting institution shall not be
responsible for the content of a depositor's proxy solicitation
material.
(5) A depositor may
furnish such depositor's proxy solicitation material, authorized by the
commissioner, subject to the rules in this section to other
depositors.
(h)
(1) No person may use proxy solicitation
material for the depositors' meeting if the material contains any statement
which, considering the time and the circumstances of the statement:
(A) Is false or misleading with respect to
any material fact;
(B) omits any
material fact that is necessary to make the statements not false or misleading;
or
(C) omits any material fact
that is necessary to correct a statement in an earlier communication that has
become false or misleading.
(2) No person may represent or imply that the
commissioner determined that the proxy solicitation material is accurate,
complete, not false or not misleading or passed upon the merits of or approved
any proposal.
(3) No person may
solicit:
(A) An undated or post-dated proxy;
(B) a proxy that states it will be
dated after the date it is signed by a depositor;
(C) a proxy that is not revocable at will by
the depositor; or
(D) a proxy that
is part of another document or instrument.
(i) If a solicitation violates subsection (h)
of this section, the commissioner may, in addition to any other remedy provided
by law, require remedial measures, including:
(1) Correction of the violation by a
retraction and a new solicitation;
(2) rescheduling the depositors' meeting; or
(3) any other actions necessary to
ensure a fair vote.
(j)
If the converting institution amends its application for conversion, the
commissioner may require it to re-solicit proxies for the depositors' meeting
as a condition of approval of the amendment.
