Rule 3901-2-06 | Presentation of information in proxy statement.
(A) Purpose
The purpose of this rule is to set forth the manner in which information should be presented in a form of proxy, proxy statement, or solicitation subject to Chapter 3901-2 of the Administrative Code.
(B) Authority
This rule is promulgated pursuant to the authority vested in the superintendent under sections 3901.041 and 3901.31 of the Revised Code.
(C) The information included in the proxy statement shall be clearly presented and divided into groups according to the subject matter with appropriate headings.
(D) All proxy statements shall disclose, under an appropriate caption, the date by which proposals of security holders intended to be presented at the next annual meeting must be received by the issuer for inclusion in the issuer's proxy statement and form of proxy relating to that meeting, such date to be calculated in accordance with the provisions of paragraph (C) of rule 3901-2-09 of the Administrative Code. If the date of the next annual meeting is subsequently advanced by more than thirty calendar days or delayed by more than ninety calendar days from the date of the annual meeting to which the proxy statement relates, the issuer shall, in a timely manner, inform security holders, by any means reasonably calculated to so inform them, of such change, and the date by which proposals of security holders must be received.
(E) Severability
If any portion of this rule or the application thereof to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the rule or related rules which can be given effect without the invalid portion or application, and to this end the provisions of this rule are severable.
Last updated November 14, 2024 at 8:50 AM
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