Section 36a-136-14 - Proxy solicitation for vote of depositors of a mutual savings and loan association(a) A converting mutual savings and loan association shall comply with the provisions of this section. Any depositor who provides proxy solicitation material to depositors for the meeting to vote on the conversion also shall comply with the provisions of this section, except where: (1) The depositor solicits fifty people or fewer and does not solicit proxies on behalf of the converting institution; or (2) the depositor solicits proxies through newspaper advertisements after the converting institution's governing board adopts the plan of conversion. Any newspaper advertisements may include only the following information: (A) The converting institution's name; (B) the reason for the advertisement; (C) the proposal or proposals to be voted upon; (D) where a depositor may obtain a copy of the proxy solicitation material; and (E) a request for depositors to vote at the meeting.(b) The form of proxy shall include all of the following: (1) A statement in bold face type stating whether management is soliciting the proxy; (2) blank spaces for the depositor to date and sign the proxy; (3) clear and impartial identification of each matter or group of related matters that depositors will vote upon. Any proposed charitable contribution shall be included as an item to be voted on separately; (4) the phrase "Revocable Proxy" in at least eighteen point bold face type; (5) a description of any restrictions or conditions on votes by proxy; (6) an acknowledgment that the depositor received a proxy statement before he or she signed the form of proxy; (7) the date, time and place of the meeting, when available; (8) a way for the depositor to specify by ballot whether he or she approves or disapproves of each matter that depositors will vote upon; (9) a statement that management will vote the proxy in accordance with the depositor's specifications; and (10) a statement in bold face type indicating how management will vote the proxy if the depositor does not specify a choice for a matter.(c) The converting institution shall not use previously executed proxies for the plan of conversion vote. If depositors consider the plan of conversion at an annual meeting, the converting institution may vote proxies obtained through other proxy solicitations only on matters not related to the plan of conversion. The converting institution may vote a proxy obtained for the plan of conversion vote on matters that are incidental to the conduct of the meeting but shall not vote any such proxy at any meeting other than the meeting to vote on the plan of conversion or any adjournment of such meeting.(d) The converting institution shall prepare its proxy statement in compliance with this section and the proxy statement shall include the type of information required to be included by Form PS issued by the Office of Thrift Supervision.(e) The commissioner shall review the proxy solicitation material with the application for conversion and shall authorize the use of such material. The converting institution shall provide an authorized written proxy statement to depositors before or at the same time it provides any other soliciting material and shall mail authorized proxy solicitation material to depositors not later than ten days after the commissioner authorizes the solicitation.(f) If the converting institution revises its proxy solicitation materials, it shall file the revised materials as an amendment to its application for conversion in accordance with section 36a-136-10 of the Regulations of Connecticut State Agencies. The converting institution shall obtain the authorization of the commissioner prior to sending or giving the proxy solicitation material to depositors. The converting institution shall indicate the date that it will release the materials. Unless the commissioner so requests, the converting institution need not file copies of replies to inquiries from its depositors or copies of communications that merely request depositors to sign and return proxy forms.(g)(1) The converting institution shall mail a depositor's authorized proxy solicitation material if (A) the governing board adopted a plan of conversion, (B) a depositor requests in writing that the institution mail the proxy solicitation material, (C) the commissioner has authorized the depositor's proxy solicitation, and (D) the depositor agrees to defray the converting institution's reasonable expenses.(2) As soon as practicable after the converting institution receives a request under subdivision (1) of this subsection, it shall mail or otherwise furnish the following information to the depositor: (A) The approximate number of depositors that it solicited or will solicit or the approximate number of members of any group of account holders that the depositor designates; and (B) the estimated cost of mailing the proxy solicitation material for the depositor.(3) The converting institution shall mail authorized proxy solicitation material to the designated depositors promptly after the depositor furnishes the materials, envelopes or other containers and postage or payment for postage to it.(4) The converting institution shall not be responsible for the content of a depositor's proxy solicitation material.(5) A depositor may furnish such depositor's proxy solicitation material, authorized by the commissioner, subject to the rules in this section to other depositors.(h)(1) No person may use proxy solicitation material for the depositors' meeting if the material contains any statement which, considering the time and the circumstances of the statement: (A) Is false or misleading with respect to any material fact; (B) omits any material fact that is necessary to make the statements not false or misleading; or (C) omits any material fact that is necessary to correct a statement in an earlier communication that has become false or misleading.(2) No person may represent or imply that the commissioner determined that the proxy solicitation material is accurate, complete, not false or not misleading or passed upon the merits of or approved any proposal.(3) No person may solicit: (A) An undated or post-dated proxy; (B) a proxy that states it will be dated after the date it is signed by a depositor;(C) a proxy that is not revocable at will by the depositor; or(D) a proxy that is part of another document or instrument.(i) If a solicitation violates subsection (h) of this section, the commissioner may, in addition to any other remedy provided by law, require remedial measures, including: (1) Correction of the violation by a retraction and a new solicitation; (2) rescheduling the depositors' meeting; or (3) any other actions necessary to ensure a fair vote.(j) If the converting institution amends its application for conversion, the commissioner may require it to re-solicit proxies for the depositors' meeting as a condition of approval of the amendment.Conn. Agencies Regs. § 36a-136-14
Adopted effective September 7, 2007