Ohio Admin. Code 3901-2-08 - Mailing communications for security holders

If the management of the issuer has made or intends to make any solicitation subject to this chapter, the issuer shall perform such of the following acts as may be duly requested in writing with respect to the same subject matter or meeting by any security holder who is, or security holders who are, entitled to vote at least one per cent of the votes entitled to be voted on such matter and who shall defray the reasonable expenses to be incurred by the issuer in the performance of the act or acts requested.

(A) Purpose

The purpose of this rule is to set forth mailing communications requirements for security holders.

(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 issuer shall mail or otherwise furnish to such security holder, as promptly as practicable after the receipt of such request:

(1) A statement of the approximate number of record owners and, to the extent known to the issuer, the approximate number of beneficial owners of any class of securities, any of whom have been or are to be solicited on behalf of the management, or any group of whom the security holder shall designate.

(2) An estimate of the cost of mailing a specified proxy statement, form of proxy, or other communication to such owners.

(D)

(1) Copies of any proxy statement, form of proxy, or other communication furnished by the security holder shall be mailed by the issuer to such of the security owners specified in paragraph (C)(1) of this rule as the security holder shall designate designates.

(2) Such material furnished by the security holder shall be mailed with reasonable promptness after receipt of the material to be mailed, envelopes or other containers therefor, and postage or payment for postage. The issuer need not, however, mail any such material prior to the first day on which solicitation is made on behalf of the issuer.

(3) The issuer shall not be responsible for such proxy statement, form of proxy, or other communication.

(E) In lieu of performing the acts specified in this rule, the issuer may, at its option, furnish promptly to such security holder a reasonably current list of the names and addresses of such of the record owners and, to the extent known to the issuer, the beneficial owners as the security holder shall designate designates, and a schedule of the handling and mailing costs if such schedule has been supplied to the issuer.

(F) Severability

If any paragraph, term or provision of this rule is adjudged invalid for any reason, the judgment shall not affect, impair or invalidate any other paragraph, term or provision of this rule, but the remaining paragraphs, terms and provisions shall be and continue in full force and effect. 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.

Notes

Ohio Admin. Code 3901-2-08

Effective: 11/14/2024
Five Year Review (FYR) Dates: 8/30/2024 and 08/30/2029
Promulgated Under: 119.03
Statutory Authority: 3901.041
Rule Amplifies: 3901.31
Prior Effective Dates: 01/01/1966, 06/12/1987, 11/14/2019