Md. Code Regs. 31.04.07.04

Current through Register Vol. 51, No. 22, November 1, 2024

Section 31.04.07.04 - Information to be Furnished Security Holders

A. A solicitation subject to this chapter 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.

B. Annual Report.

(1) 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 §A of this regulation shall be accompanied or preceded by an annual report to security holders as decided in this section.

(2) The report shall contain, in comparative columnar form, such financial statements for the last 2 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 year, and the results of its operations for each 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 that case the individual statements of the issuer may be omitted. The Commissioner may, upon the request of the issuer, permit the omission of financial statements for the earlier of the 2 fiscal years upon a showing of good cause.

(3) The financial statements for the last 2 fiscal years required by §B(2) of this regulation shall be prepared in a manner acceptable to the Commissioner.

(4) 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 5 fiscal years of the issuer (or the life of the issuer and its predecessors, if less).

(5) 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.

(6) The report shall identify each of the issuer's directors and officers and shall 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.

(7) 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 2 most recent fiscal years, and shall set forth each dividend paid during the 2-year period.

(8) Subject to the foregoing requirements, the report may be in any form considered suitable by management, and the information required by §B(4)-(7) of this regulation may be presented in an appendix or other separate section of the report, if the attention of security holders is called to the presentation.

(9) This section does not apply, however, to solicitations made on behalf of the management before the financial statements are available 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 to all persons being solicited, at least 20 days before the date of the meeting.

C. Two copies of the report sent to security holders pursuant to this regulation shall be mailed to the Commissioner not later than the date on which the report was first sent or given to security holders, or the date on which preliminary copies of solicitation material are filed pursuant to Regulation .07 of this chapter, whichever date is later.

D. If the issuer knows that securities of any class entitled to vote at a meeting with respect to which the issuer intends to solicit proxies, consents, or authorizations are held of record by a broker, dealer, bank, or voting trustee, or their nominees, the issuer shall inquire of the record holder at least 10 days before the record date for the meeting of security holders whether other persons are the beneficial owners of the securities and, if so, the number of copies of the proxy and other soliciting material and, in the case of an annual meeting at which directors are to be elected, the number of copies of the annual report to security holders, necessary to supply these materials to beneficial owners. The issuer shall supply the record holder in a timely manner with additional copies assembled in a form and at a place the record holder may reasonably request, in order to address and send one copy to each beneficial owner of securities so held and shall, upon the request of the record holder, pay its reasonable expenses for mailing the materials to security holders to whom the material is sent.

Md. Code Regs. 31.04.07.04

Regulations .04 adopted effective February 12, 2007 (34:3 Md. R. 303)