Oregon Administrative Rules › Chapter 836 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, INSURANCE REGULATION › Division 24 - DOMESTIC INSURERS; ORGANIZATION; CORPORATE PROCEDURES › Section 836-024-0026 - Information to Be Furnished to Security Holders

Current through Register Vol. 63, No. 7, July 1, 2024
(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.