Wis. Admin. Code Department of Financial Institutions § DFI-SB 21.23 - Solicitation of proxies; proxy statement

Current through March 28, 2022

(1) SOLICITATIONS TO WHICH THIS RULE APPLIES. This section applies to every solicitation of a proxy from a member of a savings bank for the meeting at which a conversion plan will be voted upon, except the following:

(a) Any solicitation made other than on behalf of the officers where the total number of persons solicited is not more than 50.

(b) Any solicitation in a newspaper advertisement which informs the savings bank's members, following approval of the plan of conversion by the division, where they may obtain copies of a proxy statement, form of proxy, or any other soliciting material and does no more than:

1. Name the savings bank;

2. State the reason for the advertisement;

3. Identify the proposal or proposals to be acted upon by members; and

4. Urge the member to vote at the meeting.

(2) INFORMATION TO BE FURNISHED MEMBERS. No proxy solicitation under this section shall be made unless each person solicited is concurrently furnished, or has previously been furnished, by mail, a written proxy statement.

(3) REQUIREMENTS AS TO PROXY. The form of proxy shall:

(a) State whether the proxy is solicited on behalf of the officers.

(b) Provide designated blank spaces for dating and signing the proxy.

(c) Identify clearly and impartially each matter or group of related matters intended to be voted upon.

(d) Be clearly labeled "Revocable Proxy".

(e) Describe any article of incorporation or state law or rule requirement restricting or conditioning voting by proxy.

(f) Contain an acknowledgment by the person solicited that he or she has received a proxy statement prior to signing the form.

(g) Contain the date, time and place of meeting.

(h) Provide by a box or otherwise, a means whereby the person solicited may specify a choice between approval or disapproval of each matter intended to be acted upon.

(i) Indicate how the proxy shall be voted on each matter to which no choice is specified.

(4) LIMITED PROXY. No proxy subject to this section may confer authority to vote at any meeting other than the meeting or any adjournment thereof to vote on conversion. A proxy confers authority to vote with respect to all matters incident to the conduct of the meeting. If the plan of conversion is considered at an annual meeting, existing proxies may be voted on matters not related to the plan of conversion.

(5) REQUIRED DISCLOSURES. The proxy statement or form of proxy shall provide that the votes represented by the proxy will be voted; that, where the person solicited specifies a choice with respect to any matter to be acted upon, the votes will be cast in accordance with the specifications; and that if no choice is so specified, the votes will be cast as indicated on the form of proxy.

(6) PRIOR PROXIES MAY BE USED. Notwithstanding any other provision of this section, a proxy may be used which had been previously obtained from a member and conferring general authority to vote on any and all matters at any meeting of the members if the proxy is still valid and the member does not grant a later dated proxy to vote at the meeting called to consider the plan of conversion or attend the meeting and vote in person.

(7) MAILING COMMUNICATIONS FOR MEMBERS. If the board of directors of the applicant has adopted a plan of conversion, the applicant shall perform any of the following acts which may be requested in writing with respect to a matter to be considered at the meeting to vote on the plan of conversion by any member who prepays the reasonable expenses to be incurred by the applicant:

(a) The applicant shall furnish to the requester the following information as promptly as practicable after the receipt of a request:

1. A statement of the approximate number of members who have been or are to be solicited on behalf of the board of directors.

2. An estimate of the cost of mailing a specified proxy statement, form of proxy or other communication to the members.

(b) The applicant shall mail copies of any proxy statement, form of proxy or other communication furnished by the requester and as approved by the division to the savings bank member as the requester shall designate.

(c) Any material which is furnished by the requester shall be mailed with reasonable promptness by the applicant after receipt of the material to be mailed and the payment of costs.

(d) Neither the officers nor the applicant shall be responsible for the requester's proxy statement, form or proxy or other communication.

(8) FALSE OR MISLEADING STATEMENTS.

(a) No solicitation by the applicant or any other person of a proxy for the meeting to vote on conversion shall contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary to make the statements not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the meeting which has become false or misleading.

(b) The fact that material has been filed with, examined by or authorized for use by the division shall not be deemed a finding that the material is accurate or complete or not false or misleading or that the division has passed upon the merits of or approved any proposal. No representation to the contrary shall be made by any person.

(9) CORRECTION OF MISSTATEMENTS. If a proxy solicitation violates this section, the division may require remedial measures including:

(a) Correction of the violation by means of a retraction and new solicitation.

(b) Rescheduling the meeting for a vote on the conversion.

(c) Any other actions deemed appropriate by the division in the circumstances in order to assure a fair vote.

(10) PROHIBITION OF CERTAIN SOLICITATIONS. No person soliciting a proxy from a member for the meeting to vote on conversion shall solicit any of the following:

(a) An undated or post-dated proxy.

(b) A proxy which is not revocable at will by the member.

(c) A proxy which is part of any other document or instrument such as an account card.

Notes

Wis. Admin. Code Department of Financial Institutions § DFI-SB 21.23

CR Register, February, 1994, No. 458, eff. 3-1-94.