Utah Admin. Code R590-67-7 - Information to be Provided to Security Holders

(1) If a solicitation is made on behalf of the issuer and relates to an annual meeting of security holders where directors are elected, each proxy statement shall be accompanied or preceded by an annual report to security holders that meets the provisions of this subsection.

(a) The report shall contain, in comparative columnar form, financial statements for the last two fiscal years, prepared on a consistent basis, that in the opinion of the management, adequately reflect the financial position of the issuer at the end of each year and the results of its operations for each year.

(i) Consolidated financial statements of the issuer and its subsidiaries shall 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.

(ii) The commissioner may, upon the request of the issuer, permit the omission of financial statements for the earlier of the two fiscal years upon a showing of good cause.

(b) The financial statements for the last two fiscal years required by Subsection (1)(a) shall be prepared in a manner acceptable to the commissioner.

(c) The report shall include, in comparative columnar form, a summary of the issuer's operations, or the operations of the issuer and its subsidiaries consolidated, or both as appropriate, for each of the last five fiscal years of the issuer, or the life of the issuer and its predecessors, if less.

(d) The report shall contain a brief description of the business done by the issuer and its subsidiaries during the most recent fiscal year that will, in the opinion of management, indicate the general nature and scope of the business of the issuer and its subsidiaries.

(e) The report shall identify;

(i) each of the issuer's directors and officers;

(ii) the principal occupation or employment of each person; and

(iii) the name and principal business of the organization where each person is employed.

(f) The report shall 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 shall set forth each dividend paid during the two-year period.

(g) The report may be in any form suitable to management and the information required by Subsections (1)(c) through (1)(f) may be presented in an appendix or other separate section of the report, if the attention of security holders is called to the presentation.

(2) Subsection (1) does not apply to a solicitation made on behalf of the management before the financial statements are available if:

(a) solicitation is being made at the time in opposition to the management; and

(b) the management's proxy statement includes an undertaking, in boldface type, to furnish the annual report to all persons being solicited at least 20 days before the date of the meeting.

(3) The report sent to security holders shall be filed with the commissioner, for the commissioner's information, no later than the later of:

(a) the date on which the report was first provided to security holders; or

(b) the date on which a preliminary copy of the solicitation material is filed pursuant to Section R590-67-10.

(4)

(a) If securities of any class entitled to vote at a meeting where the issuer intends to solicit proxies, consents, or authorizations 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 10 days before the record date for the meeting of security holders whether other persons are the beneficial owners of the securities and, if so, 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, necessary to supply these materials to beneficial owners.

(b) The issuer shall supply the record holder in a timely manner with additional copies assembled in a form and at a place the record holder may reasonably request, in order to address and send one copy to each beneficial owner of securities so held and shall, upon the request of the record holder, pay its reasonable expenses for mailing the materials to the security holders to whom the material is sent.

Notes

Utah Admin. Code R590-67-7

Adopted by Utah State Bulletin Number 2023-12, effective 6/9/2023