(A) For purposes of this rule, "management"
means any or all of the directors and officers of a
state bank.
(B) Prior to each meeting of a
bank's shareholders, management of the bank shall give written notice of the
meeting to the shareholders in accordance with section 1103.13 of the Revised
Code. The notice shall include:
(1) The time of the
meeting;
(2) The place for the
meeting;
(3) The purpose or purposes for the
meeting, which shall include:
(a) Each management proposal to come
before the meeting;
(b) Each properly initiated
shareholder proposal to come before the meeting of which management has
knowledge; and
(c) If the meeting is an annual
meeting:
(i) Presentation of the bank's
financial statement; and
(ii) Election of the bank's
directors or a particular class of directors, as the case may be;
and
(4) If the meeting is an annual
meeting and the bank is neither subject to the Securities Exchange Act
disclosure rules as contained in part II of volume 12 of the Code of Federal
Regulations nor wholly owned, except for directors' qualifying shares, by a
bank holding company, a statement advising the bank's
shareholders:
(a) That each of them is entitled
prior to the annual meeting to receive basic financial information concerning
the bank;
(b) That the financial information,
whether in the form of an annual report to shareholders or other documents, is
substantially similar to or more information than the information contained in
both of the following:
(i) Those portions of the
consolidated reports of income required to be filed with the superintendent of
financial institutions for each of the two preceding full years
covering:
(a)
Sources and disposition of
income;
(b)
Changes in equity capital;
and
(c)
Allowance for possible loan losses;
and
(ii) The balance sheet portions of
the consolidated reports of condition required to be filed with the
superintendent as of the end of each of the two preceding years;
and
(c) Whichever of the following is
applicable:
(i) That each of the bank's
shareholders may obtain the financial information from the bank without charge
and the address, telephone number, and name or title of the bank employee or
officer whom a shareholder should contact for the financial
information;
(ii) That the bank is delivering the
financial information concurrently with the notice of annual meeting;
or
(iii) That the bank delivered the
financial information to the bank's shareholders prior to the notice of annual
meeting.
(C)
(B) If management of a
stock state bank, other than a bank that is
subject to the registration requirements of section 12 of the Securities
Exchange Act of 1934,
15 U.S.C. 78L
78l, as amended, provides a proxy form for a meeting
of the bank's shareholders, or otherwise solicits proxies for such a meeting:
(1) Management
must
shall provide a
proxy form that:
(a) Identifies the form as
management's and the meeting to which it applies;
(b) Identifies management's designated proxy
committee;
(c) Identifies each
proposal on which there will be a shareholder vote at the meeting;
(d) Indicates management's recommendation on
each proposal on which there will be a shareholder vote at the
meeting;
(e) Provides the
opportunity for a shareholder giving the proxy to direct that the proxyholder
vote the shares for or against or abstain from voting on each proposal on which
there will be a shareholder vote at the meeting;
(f) If the meeting is an annual meeting, or
is otherwise a meeting at which directors will be elected:
(i) Identifies the persons management
recommends be elected as directors; and
(ii) Provides the opportunity for the
shareholder giving the proxy to direct the proxyholder to vote for all of the
persons management recommends, against all of the persons management
recommends, or for some and not for others;
(g) States that the shareholder giving the
proxy may revoke the proxy at any time before the completion of the meeting for
which the proxy is given and any adjournments thereof by:
(i) Attending the meeting or any adjournment
thereof and advising the secretary of the bank of the shareholder's intent to
vote the shares;
(ii) By giving
notice in writing to the secretary of the bank of the revocation of the proxy;
or
(iii) By giving a subsequent
proxy;
(h) Provides that
the proxyholder has the authority to vote the shares for which the proxy is
given at the meeting as scheduled and at any adjournment thereof unless the
shareholder giving it revokes the proxy;
(i) Requires each holder of the shares for
which the proxy is given to sign and date the form and, if signing in a
representative capacity, to designate the capacity in which signing;
and
(j) Requires that the holder(s)
of the shares for which the proxy is given indicate the number of shares for
which the proxy is given.
(2)
Management's
The
proxy form may:
(a) Indicate that for any
matter or election for which the shareholder has not directed how the
proxyholder is to vote the shares, the proxy holder is authorized to vote the
shares in accordance with management's recommendation; and
(b) Indicate that the proxyholder is
authorized, in the proxyholder's discretion, to vote the shares on any other
matter that may properly come before the meeting.
(3) Management must also provide a proxy
solicitation statement, and in that statement must:
(a) Identify the meeting to which the
statement applies;
(b) Name the
officers and directors of the bank and indicate the date each director's term
expires;
(c) Identify management's
proxy committee;
(d) State each
proposal management intends to present to the shareholders at the meeting,
state management's position on each proposal, and explain the basis of
management's position on each proposal;
(e) State each proposal shareholders have
properly presented for presentation at the meeting, identify the shareholders
making each shareholder proposal, state management's position on each
shareholder proposal, explain the basis of management's position on each
shareholder proposal, and, if requested to do so, state the proposing
shareholders' reasons for making each shareholder proposal;
(f) Indicate where shareholders choosing to
give management their proxies are to send the completed proxy forms;
and
(g) If the meeting is an annual
meeting, or otherwise a meeting at which directors will be elected, identify
each person management recommends be elected at the meeting as a director, the
term for which each person would be elected, and management's basis for
recommending that each person be elected.
(D)
(C)
Together with the notice of meeting, and the proxy form and proxy solicitation
statement, if any, management may include a less formal letter from the
directors or one or more officers of the bank, so long as the letter is not
inconsistent with the notice of meeting, proxy form, or proxy solicitation
statement, either by contradiction or inclusion of a proposal that was not
disclosed in accordance with this rule.
Notes
Ohio Admin. Code
1301:1-5-01
Five Year Review (FYR) Dates:
3/4/2025 and
03/04/2030
Promulgated
Under: 119.03
Statutory
Authority: 1121.03
Rule
Amplifies: 1113.14,
1113.15
Prior
Effective Dates: 12/29/1990, 07/28/2001, 08/06/2015,
11/22/2019
Effective: 11/22/2019
Five Year
Review (FYR) Dates: 9/6/2019 and
11/22/2024
Promulgated
Under: 119.03
Statutory
Authority: 1121.03
Rule
Amplifies: 1113.14,
1113.15
Prior
Effective Dates: 12/29/1990, 07/28/2001,
08/06/2015
