Current through all regulations passed and filed through September 16, 2024
(A) No solicitation subject to this chapter
shall be made unless each person solicited is concurrently furnished or has
previously been furnished with a written proxy statement containing the
information specified in rule
3901-2-13
of the Administrative Code.
(B) If
the solicitation is made on behalf of the issuer and relates to an annual
meeting of security holders at which directors are to be elected, each proxy
statement shall be accompanied by an annual report to security holders as
follows:
(1) The report shall contain, in
comparative columnar form, such financial statements for the last two fiscal
years, prepared on a consistent basis, as will in the opinion of the management
adequately reflect the financial position of the issuer at the end of each such
year and the results of its operations for each such year. Consolidated
financial statements of the issuer and its subsidiaries shall be included in
the report if they are necessary to reflect the financial position and results
of operations of the issuer and its subsidiaries, but in such case the
individual statements of the issuer may be omitted. The superintendent of
insurance may, upon the request of the issuer, permit the omission of financial
statements for the earlier of such two fiscal years upon a showing of good
cause therefor.
(2) The financial
statements for the last two fiscal years required by paragraph (B)(1) of this
rule shall be prepared in a manner acceptable to the superintendent of
insurance.
(3) The report shall
include, in comparative columnar form, a summary of issuer's operations, or the
operations of the issuer and its subsidiaries consolidated, or both as
appropriate, for each of the last five fiscal years of the issuer (or the life
of the issuer and its predecessors, if less).
(4) The report shall contain a brief
description of the business or businesses done by the issuer and its
subsidiaries during the most recent fiscal year which will, in the opinion of
management, indicate the general nature and scope of the business of the issuer
and its subsidiaries.
(5) The
report shall identify each of the issuer's directors and officers and shall
indicate the principal occupation or employment of each such person and the
name and principal business of any organization by which such person is so
employed.
(6) The report shall
identify the principal market in which securities of any class entitled to vote
at the meeting are traded, stating the range of bid and asked quotations for
each quarterly period during the issuer's two most recent fiscal years, and
shall set forth each dividend paid during such two-year period.
(7) Subject to the foregoing requirements,
the report may be in any form deemed suitable by management and the information
required by paragraphs (B)(3) to (B)(6) of this rule may be presented in an
appendix or other separate section of the report, provided that the attention
of security holders is called to such presentation.
(8) Paragraph (B) of this rule shall not
apply, however, to solicitations made on behalf of the management before the
financial statements are available if a solicitation is being made at the time
in opposition to the management and if the management's proxy statement
includes an undertaking in bold face type to furnish such annual report to all
persons being solicited, at least twenty days before the date of the meeting.
(C) Two copies of the
report sent to security holders pursuant to this rule shall be mailed to the
superintendent of insurance, solely for his information, not later than the
date on which such report was first sent or given to security holders or the
date on which preliminary copies of solicitation material are filed, pursuant
to rule
3901-2-07
of the Administrative Code, whichever date is later.
(D) If the issuer knows that securities of
any class entitled to vote at a meeting with respect to which the issuer
intends to solicit proxies, consents or authorizations are held of record by a
broker, dealer, bank or voting trustee, or their nominees, the issuer shall
inquire of such record holder at least ten days prior to the record date for
the meeting of security holders whether other persons are the beneficial owners
of such securities and, if so, the number of copies of the proxy and other
soliciting material and, in the case of an annual meeting at which directors
are to be elected, the number of copies of the annual report to security
holders, necessary to supply such material to beneficial owners. The issuer
shall supply such record holder in a timely manner with additional copies in
such quantities, assembled in such form and at such a place, as the record
holder may reasonably request in order to address and send one copy of each to
each beneficial owner of securities so held and shall, upon the request of such
record holder, pay its reasonable expenses for mailing such material to
security holders to whom the material is sent.
R.C. 119.032 review dates:
08/26/2014 and
08/26/2019
Promulgated
Under: 119.03
Statutory Authority: 3901.041
Rule
Amplifies: 3901.31
Prior Effective Dates: 1/1/1966,
6/12/1987
