Ohio Administrative Code › Title 3901 - Department of Insurance › Chapter 3901-2 - Proxies, Consents, and Authorizations of Domestic Stock Insurance › Section 3901-2-04 - Information to be furnished security holders

Current through all regulations passed and filed through July 1, 2024
(A) No solicitation subject to this chapter
			 shall be made unless each person solicited is concurrently furnished or has
			 previously been furnished with a written proxy statement containing the
			 information specified in rule
			 3901-2-13
			 of the Administrative Code.
(B) 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 shall be accompanied by an annual report to security holders as
			 follows:
(1) The report shall contain, in
			 comparative columnar form, such financial statements for the last two fiscal
			 years, prepared on a consistent basis, as will in the opinion of the management
			 adequately reflect the financial position of the issuer at the end of each such
			 year and the results of its operations for each such year. 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 such case the
			 individual statements of the issuer may be omitted. The superintendent of
			 insurance may, upon the request of the issuer, permit the omission of financial
			 statements for the earlier of such two fiscal years upon a showing of good
			 cause therefor.
(2) The financial
			 statements for the last two fiscal years required by paragraph (B)(1) of this
			 rule shall be prepared in a manner acceptable to the superintendent of
			 insurance.
(3) The report shall
			 include, in comparative columnar form, a summary of 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).
(4) The report shall contain a brief
			 description of the business or businesses done by the issuer and its
			 subsidiaries during the most recent fiscal year which will, in the opinion of
			 management, indicate the general nature and scope of the business of the issuer
			 and its subsidiaries.
(5) The
			 report shall identify each of the issuer's directors and officers and shall
			 indicate the principal occupation or employment of each such person and the
			 name and principal business of any organization by which such person is so
			 employed.
(6) 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 such two-year period.
(7) Subject to the foregoing requirements,
			 the report may be in any form deemed suitable by management and the information
			 required by paragraphs (B)(3) to (B)(6) of this rule may be presented in an
			 appendix or other separate section of the report, provided that the attention
			 of security holders is called to such presentation.
(8) Paragraph (B) of this rule shall not
			 apply, however, to solicitations 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 if the management's proxy statement
			 includes an undertaking in bold face type to furnish such annual report to all
			 persons being solicited, at least twenty days before the date of the meeting.