3901-2-15. Information required in information statement

(A) Purpose

The purpose of this rule is to describe the information that must be included in an information statement when there is no proxy sought.

(B) Authority

This rule is promulgated pursuant to the authority vested in the superintendent under sections 3901.041 and 3901.31 of the Revised Code.

(C) Where any paragraph other than paragraph (H) of this rule calls for information with respect to any matter to be acted upon at the meeting, such paragraph need be answered only with respect to proposals to be made by the issuer.

(D) Information required by rule 3901-2-13 of the Administrative Code.

Furnish the information called for by rule 3901-2-13 of the Administrative Code regarding proxies, consents and authorizations (other than paragraphs (C), (E) and (F) of this rule) which would be applicable to any matter to be acted upon at the meeting if proxies were to be solicited in connection with the meeting.

(E) Statement that proxies are not solicited

The following statement shall be set forth on the first page of the information statement in bold face type:

"WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY."

(F) Date, time and place of meeting

State the date, time and place of the meeting of security holders, unless such information is otherwise disclosed in material furnished to security holders with the information statement.

(G) Interest of certain persons in matters to be acted upon

Describe briefly any substantial interest, direct or indirect, by security holdings or otherwise, by each of the following persons in any matter to be acted upon, other than elections to office:

(1) Each person who has been a director or officer of the issuer at any time since the beginning of the last fiscal year.

(2) Each nominee for election as a director of the issuer.

(3) Each associate of the foregoing persons.

(4) Give the name of any director of the issuer who has informed the management in writing that he intends to oppose any action to be taken by the management at the meeting and indicate the action which he intends to oppose.

(H) If any security holder entitled to vote at the meeting has, not less than ninety days before the issuer's annual meeting, submitted to the issuer a proposal which is accompanied by notice of his intention to present the proposal for action at the meeting, make a statement to that effect, identify the proposal and indicate the disposition proposed to be made of the proposal by the management at the meeting.

(I) Severability

If any paragraph, term or provision of this rule is adjudged invalid for any reason, the judgment shall not affect, impair or invalidate any other paragraph, term or provision of this rule, but the remaining paragraphs, terms or provisions shall be and continue in full force and effect.

Five Year Review (FYR) Dates: 8/29/2019 and 08/29/2024
Promulgated Under: 119.03
Statutory Authority: 3901.041
Rule Amplifies: 3901.31
Prior Effective Dates: 01/01/1966, 06/12/1987, 03/21/2005, 11/10/2014

Prior History: (Effective: 11/10/2014
Five Year Review (FYR) Dates: 08/26/2014 and 08/26/2019
Promulgated Under: 119.03
Statutory Authority: 3901.041
Rule Amplifies: 3901.31
Prior Effective Dates: 1/1/1966, 6/12/1987, 3/21/2005)