Current through all regulations passed and filed through September 16, 2024
(A) The form of proxy shall:
(1) Indicate in bold face type whether or not
the proxy is solicited on behalf of the issuer's board of directors, and, if
not, by whom it is solicited;
(2)
Provide a specifically designated blank space for dating the proxy; and
(3) Identify clearly and
impartially each matter or group of related matters intended to be acted upon,
whether proposed by the issuer or by security holders. No references need be
made to proposals as to which discretionary authority is conferred pursuant to
paragraph (C) of this rule.
(B) Ballot and authority to vote
(1) Means shall be provided in the form of
proxy whereby the person solicited is afforded an opportunity to specify by
ballot a choice between approval or disapproval of, or abstention with respect
to, each matter or group of related matters referred to therein as intended to
be acted upon, other than elections to office. A proxy may confer discretionary
authority with respect to matters as to which a choice is not so specified
provided the form of proxy states in bold face type how it is intended to vote
the shares represented by the proxy in each such case.
(2) A form of proxy which provides both for
the election of directors and for action on other specified matters shall be
prepared so as to provide clearly by a box or otherwise, means by which the
security holder may withhold authority to vote for any nominee for election as
a director. Any such form of proxy which is executed by the security holder in
such manner as not to withhold authority to vote for the election of all
nominees shall be deemed to grant such authority for all nominees for which a
vote is not withheld, provided the form of proxy so states in bold face type.
(C) A proxy may confer
discretionary authority to vote with respect to any of the following matters:
(1) Matters which the persons making the
solicitation do not know, a reasonable time before the solicitation, are to be
presented at the meeting, if a specific statement to that effect is made in the
proxy statement or form of proxy;
(2) Approval of the minutes of the prior
meeting if such approval does not amount to ratification of the action taken at
that meeting;
(3) The election of
any person to any office for which a bona fide nominee is named in the proxy
statement and such nominee is unable to serve or for good cause will not serve;
(4) Any proposal omitted from the
proxy statement and form of proxy pursuant to rule
3901-2-09
of the Administrative Code; or
(5)
Matters incident to the conduct of the meeting.
(D) No proxy shall confer authority to:
(1) Vote for the election of any person to
any office for which a bona fide nominee is not named in the proxy statement;
or
(2) Vote at any annual meeting,
other than the next annual meeting (or any adjournment thereof), to be held
after the date on which the proxy statement form of proxy are first sent or
given to security holders. A person shall not be deemed to be a bona fide
nominee and he shall not be named as such unless he has consented to being
named in the proxy statement and to serve if elected.
(E) The proxy statement or form of proxy
shall provide, subject to reasonable specified conditions, that the securities
represented by the proxy will be voted, and that where the person solicited
specifies by means of a ballot provided pursuant to paragraph (B) of this rule,
choice with respect to any matter to be acted upon, the securities will be
voted in accordance with specifications so made.
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
