Or. Admin. Code § 836-024-0026 - Information to Be Furnished to Security Holders
(1) A solicitation subject to OAR
836-024-0003 to
836-024-0055 may not be made
unless each person solicited is concurrently furnished or has previously been
furnished with a written proxy statement containing the information specified
in Schedule A.
(2) If the
solicitation is made on behalf of the issuer and relates to an annual meeting
of security holders at which directors are to be elected, each proxy statement
furnished pursuant to section (1) of this rule shall be accompanied or preceded
by an annual report to security holders that is subject to the following:
(a) The report must contain financial
statements for the last two fiscal years, in comparative columnar form and
prepared on a consistent basis, that in the opinion of the management will
adequately reflect the financial position of the issuer at the end of each year
and the results of its operations for each year. Consolidated financial
statements of the issuer and its subsidiaries must be included in the report if
they are necessary to reflect the financial position and results of operations
of the issuer and its subsidiaries, but in that case the individual statements
of the issuer may be omitted. The Director may permit the omission of financial
statements for the earlier of the two fiscal years, upon the request of the
issuer, upon a showing of good cause.
(b) The financial statements for the last two
fiscal years required by subsection (a) of this section must be prepared in a
manner acceptable to the Director.
(c) The report must include a summary of the
issuer's operations, or the operations of the issuer and its subsidiaries
consolidated, or both as appropriate, in comparative columnar form, for each of
the last five fiscal years of the issuer (or the life of the issuer and its
predecessors, if less than five years).
(d) The report must contain a brief
description of the business or businesses done by the issuer and its
subsidiaries during the most recent fiscal year that, in the opinion of
management, will indicate the general nature and scope of the business of the
issuer and its subsidiaries.
(e)
The report must identify each of the issuer's directors and officers and must
indicate the principal occupation or employment of each person and the name and
principal business of any organization by which the person is so
employed.
(f) The report must
identify the principal market in which securities of any class entitled to vote
at the meeting are traded, stating the range of bid and asked quotations for
each quarterly period during the issuer's two most recent fiscal years, and
must set forth each dividend paid during the two-year period.
(g) Subject to the requirements of this
section:
(A) The report may be in any form
that management considers to be suitable; and
(B) The information required by subsections
(c) to (f) of this section may be presented in an appendix or other separate
section of the report, but only if the attention of security holders is called
to the presentation.
(h)
Solicitations made on behalf of the management before the financial statements
are available are not subject to this section if solicitation is being made at
the time in opposition to the management and if the management's proxy
statement includes an undertaking in bold face type to furnish the annual
report, at least 20 days before the date of the meeting, to all persons being
solicited.
(3) Two
copies of each report sent to the security holders pursuant to this rule shall
be mailed to the Director not later than the date on which the report is first
sent or given to security holders, or the date on which preliminary copies of
solicitation material are filed with the Director pursuant to OAR
836-024-0036(1),
whichever date is later.
(4) If the
issuer knows that consents or authorizations, or securities of any class
entitled to vote at a meeting with respect to which the issuer intends to
solicit proxies, are held of record by a broker, dealer, bank or voting
trustee, or their nominees, the issuer shall inquire of the record holder at
least ten days prior to the record date for the meeting of security holders
whether other persons are the beneficial owners of the securities. If other
persons are beneficial owners, the issuer shall also inquire of the record
holder the number of copies of the proxy and other soliciting material and, in
the case of an annual meeting at which directors are to be elected, the number
of copies of the annual report to security holders, needed for supplying these
materials to beneficial owners.
(5)
The issuer shall supply the record holder in a timely manner with the
additional copies of the annual report determined to be needed in section (4)
of this rule, and assembled in a form and at a place reasonably requested by
the record holder, in order to address and send one copy to each beneficial
owner of the securities and shall pay the record holder's reasonable mailing
expenses upon request.
Notes
Stat. Auth.: ORS 731 & 732
Stats. Implemented: ORS 732.415(4)
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