Ohio Administrative Code
Title 3901 - Department of Insurance
Chapter 3901-2 - Proxies, Consents, and Authorizations of Domestic Stock Insurance
Section 3901-2-14 - Information to be included in statements filed by or on behalf of a participant (other than the issuer) in a proxy solicitation in an election contest
Universal Citation: OH Admin Code 3901-2-14
Current through all regulations passed and filed through September 16, 2024
(A) Issuer
State the name and address of the issuer.
(B) Identity and background
(1) State the following:
(a) Your name and business address.
(b) Your present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is carried on.
(c) Your residence address.
(d) Information as to all material
occupations, positions, offices or employment during the last ten years, giving
starting and ending dates of each and the name, principal business and address
of any business corporation or other business organization in which each such
occupation, position, office or employment was carried on.
(2) State whether or not you are
or have been a participant in any other proxy contest involving this company or
other companies within the past ten years. If so, identify the principals, the
subject matter and your relationship to the parties and the outcome.
(3) State whether or not, during the past ten
years, you have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and, if so, give dates, nature of
conviction, name and location of court, and penalty imposed or other
disposition of the case. A negative answer to this paragraph need not be
included in the proxy statement or other proxy soliciting material.
(C) Interest in securities of the issuer
(1) State the amount of each class of
securities of the issuer which you own beneficially, directly or indirectly.
(2) State the amount of each class
of securities of the issuer which you own of record but not beneficially.
(3) State with respect to all
securities of the issuer purchased or sold within the past two years, the dates
on which they were purchased or sold and the amount purchased or sold on each
such date.
(4) If any part of the
purchase price or market value of any of the securities specified in paragraph
(C) of this rule is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities, so state and indicate the
amount of the indebtedness as of the latest practicable date. If such funds
were borrowed or obtained otherwise than pursuant to a margin account or bank
loan in the regular course of business of a bank, broker or dealer, briefly
describe the transaction, and state the names of the parties.
(5) State whether or not you are a party to
any contracts, arrangements or understandings with any person with respect to
any securities of the issuer including but not limited to joint ventures, loan
or option arrangements, puts or calls, guarantees against losses or guarantees
of profits, divisions of losses or profits, or the giving or withholding of
proxies. If so, name the persons with whom such contracts, arrangements, or
understandings exist and give the details thereof.
(6) State the amount of securities of the
issuer owned beneficially directly or indirectly, by each of your associates
and the name and address of each such associate.
(7) State the amount of each class of
securities of any parent, subsidiary or affiliate of the issuer which you own
beneficially, directly or indirectly.
(D) Further matters
(1) Describe the time and circumstances under
which you became a participant in the solicitation and state the nature and
extent of your activities or proposed activities as a participant.
(2) Describe briefly, and where practicable
state the approximate amount of, any material interest, direct or indirect, of
yourself and each of your associates in any material transactions since the
beginning of the company's last fiscal year, or in any material proposed
transactions, to which the company or any of its subsidiaries or affiliates was
or is to be a party.
(3) State
whether or not you or any of your associates have any arrangement or
understanding with any person:
(a) With
respect to any future employment by the issuer or its subsidiaries or
affiliates; or
(b) With respect to
any future transactions to which the issuer or any of its subsidiaries or
affiliates will or may be a party; and
(c) If so, describe such arrangement or
understanding and state the names of the parties thereto.
(E) Signature
The statement shall be dated and signed in the following manner:
"I certify that the statements made in this statement are true, complete, and correct, to the best of my knowledge and belief. ______________________ _____________________________" (Date) (Signature of participant or authorized representative)
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,
3/21/2005
Disclaimer: These regulations may not be the most recent version. Ohio may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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