Current through all regulations passed and filed through September 16, 2024
(A) This rule
applies to any solicitation subject to Chapter 3901-2 of the Administrative
Code by any person or group for the purpose of opposing a solicitation subject
to Chapter 3901-2 of the Administrative Code by any other person or group with
respect to the election or removal of directors at any annual or special
meeting of security holders.
(B)
Participant or participant in a solicitation.
(1) For purposes of this rule, the terms
"participant" and "participant in a solicitation" mean:
(a) The issuer;
(b) Any director of the issuer, and any
nominee for whose election as a director proxies are solicited; or
(c) Any other person, acting alone or with
one or more other persons, committees or groups, in organizing, directing or
financing the solicitation.
(2) For the purpose of this rule, the terms
participant and participant in a solicitation do not include:
(a) A bank, broker or dealer who, in the
ordinary course of business, lends money or executes orders for the purchase or
sale of securities and who is not otherwise a participant;
(b) Any person or organization retained or
employed by a participant to solicit security holders or any person who merely
transmits proxy soliciting material or performs ministerial or clerical duties;
(c) Any person employed in the
capacity of attorney, accountant, or advertising, public relations or financial
adviser, and whose activities are limited to the performance of his duties in
the course of such employment;
(d)
Any person regularly employed as an officer or employee of the issuer or any of
its subsidiaries or affiliates who is not otherwise a participant; or
(e) Any officer or director of, or
any person regularly employed by any other participant, if such officer,
director or employee is not otherwise a participant.
(C) Filing of information required
by rule
3901-2-14
of the Administrative Code.
(1) No
solicitation subject to this rule shall be made by any person other than the
issuer unless at least five business days prior thereto, or such shorter period
as the superintendent of insurance may authorize upon a showing of good cause
therefor, there has been filed with the superintendent of insurance, by or on
behalf of each participant in such solicitation other than the issuer, a
statement in duplicate containing the information specified by rule
3901-2-14
of the Administrative Code.
(2)
Within five business days after a solicitation subject to this rule is made by
the issuer, or such longer period as the superintendent of insurance may
authorize upon a showing of good cause therefor, there shall be filed with the
superintendent of insurance, by or on behalf of each participant in such
solicitation other than the issuer, a statement in duplicate containing the
information specified by rule
3901-2-14
of the Administrative Code.
(3) If
any solicitation on behalf of the issuer or any other person has been made, or
if proxy material is ready for distribution, prior to a solicitation subject to
this rule in opposition thereto, a statement in duplicate containing the
information specified in rule
3901-2-14
of the Administrative Code shall be filed with the superintendent of insurance,
by or on behalf of each participant in such prior solicitation, other than the
issuer, as soon as reasonably practicable after the commencement of the
solicitation in opposition thereto.
(4) If, subsequent to the filing of the
statements required by paragraphs (A), (B), and (C) of this rule, additional
persons become participants in a solicitation subject to this rule, there shall
be filed with the superintendent of insurance, by or on behalf of each such
person, a statement in duplicate containing the information specified by rule
3901-2-14
of the Administrative Code, within three business days after such person
becomes a participant, or such longer period as the superintendent of insurance
may authorize upon a showing of good cause therefor.
(5) If any material change occurs in the
facts reported in any statement filed by or on behalf of any participant, an
appropriate amendment to such statement shall be filed promptly with the
superintendent of insurance.
(6)
Each statement and amendment thereto filed pursuant to paragraph (C) of this
rule shall be part of the public files of the superintendent of insurance.
(D) Solicitations prior
to furnishing required written proxy statement.
Notwithstanding the provisions of paragraph (A) of rule
3901-2-04
of the Administrative Code, a solicitation subject to this rule may be made
prior to furnishing security holders a written proxy statement containing the
information specified in rule
3901-2-13
of the Administrative Code with respect to such solicitation, provided that:
(1) The statements required by
paragraph (C) of this rule are filed by or on behalf of each participant in
such solicitation.
(2) No form of
proxy is furnished to security holders prior to the time the written proxy
statement required by paragraph (A) of rule
3901-2-04
of the Administrative Code is furnished to such persons; provided, however,
that this paragraph shall not apply where a proxy statement then meeting the
requirements of rule
3901-2-13
of the Administrative Code has been furnished to security holders.
(3) At least the information specified in
paragraphs (C)(2) and (C)(3) of this rule to be filed by each participant, or
an appropriate summary thereof, are included in each communication sent or
given to security holders in connection with the solicitation.
(4) A written proxy statement containing the
information specified in rule
3901-2-13
of the Administrative Code with respect to a solicitation is sent or given
security holders at the earliest practicable date.
(E) Solicitations prior to furnishing
required written proxy statement--filing requirements.
Two copies of any soliciting materials proposed to be sent or
given to security holders prior to the furnishing of the written proxy
statement required by paragraph (A) of rule
3901-2-04
of the Administrative Code shall be filed with the superintendent of insurance
in preliminary form at least five business days prior to the date definitive
copies of such material are first sent or given to such persons, or such
shorter period as the superintendent of insurance may authorize upon a showing
of good cause therefor.
(F) Notwithstanding the provisions of
paragraph (B)(3) of rule
3901-2-04
of the Administrative Code, two copies of any portion of the annual report
referred to in paragraph (B) of rule
3901-2-04
of the Administrative Code which comments upon or refers to any solicitation
subject to this rule or to any participant in any such solicitation, other than
the solicitation by the management, shall be filed with the superintendent of
insurance as proxy material subject to this rule. Such portion of the report
shall be filed with the superintendent of insurance, in preliminary form, at
least five business days prior to the date copies of the report are first sent
or given to security holders.
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
