(A)
Purpose
The purpose of this rule is to set
forth information that should be included in a form of proxy, proxy statement,
or solicitation that is 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.
(A)(C) 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)
(E) of
this rule.
(B)(D) Ballot and
authority to vote
(1)
Means
A
method 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
grants such authority for all nominees for which
a vote is not withheld, provided the form of proxy so states in bold face
type.
(C)(E) 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)(F) No proxy
shall confer
confers 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
is not be
deemed to be a bona fide nominee and he shall
not
is not to be named as such unless
he
the
nominee has consented to being named in the proxy statement and to serve
if elected.
(E)(G) 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)
(C) of
this rule, choice with respect to any matter to be acted upon, the securities
will be voted in accordance with specifications so made.
(H)
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.
