(A)
Purpose
The purpose of this rule is to identify
the manner in which a proponent may present to security holders a proposal in a
form of proxy or proxy statement 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.
(C)
If any holder or holders of the securities of an issuer
(hereafter referred to as the "proponent") notifies the issuer in writing not
less than ninety days before the issuer's annual meeting of the proponent's
intention to present a lawful proposal for action at a forthcoming meeting of
the issuer's security holders and at the time of such notice the proponent is
entitled to vote on such proposal, the issuer shall set forth the proposal in
its proxy statement, identify it in its form of proxy and provide for the
specification of approval or disapproval, and include the name and address of
the proponent.
(D)
If the issuer opposes any proposal received from a
proponent, at the request of the proponent, the issuer shall include in its
proxy statement a statement of the proponent of not more than two hundred words
in support of the proposal.
(E)
The issuer may
omit a proposal and any statement in support thereof from its proxy statement
and form of proxy under any of the following circumstances:
(1)
The proponent has
submitted more than one proposal in connection with a particular
meeting.
(2)
The proposal is more than three hundred words in
length.
(3)
The proposal or the supporting statement is contrary to
any rule contained in this chapter, including rule
3901-2-10 of the Administrative
Code, which prohibits false or misleading statements in proxy soliciting
materials.
(4)
The proposal relates to the enforcement of a personal
claim or the redress of a personal grievance against the issuer, its
management, or any other person.
(5)
The proposal
deals with a matter not significantly related to the issuer's business, a
matter beyond the issuer's power to effectuate, a matter relating to the
conduct of the ordinary business operations of the issuer, or an election to
office.
(6)
The proposal is counter to a proposal to be submitted
by the issuer at the meeting, the proposal has been rendered moot, or the
proposal relates to specific amounts of cash or stock
dividends.
(7)
The proposal is substantially duplicative of a proposal
previously submitted to the issuer by another proponent, which proposal will be
included in the management's proxy material for the meeting.
(8)
Substantially the
same proposal has previously been submitted to security holders in the issuer's
proxy statement and form of proxy relating to any annual or special meeting of
security holders held within the preceding five calendar years and received
less than five per cent of the total number of votes cast in respect thereof at
the time of its most recent submission.
(F)
If the issuer
intends to omit any proposal from its proxy statement and/or forms of proxy, it
shall notify the proponent in writing of its intention at least ten days before
the issuer's preliminary proxy material is filed pursuant to paragraph (C) of
rule 3901-2-07 of the Administrative
Code.
(G)
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.
Replaces: 3901-2-09
