Or. Admin. Code § 836-024-0038

Current through Register Vol. 63, No. 12, December 1, 2024

Section 836-024-0038 - Mailing Communications for Security Holders

(1) If the management of the issuer has made or intends to make any solicitation subject to OAR 836-024-0003 to 836-024-0055, the issuer shall perform any act described in this rule that is requested in writing with respect to the same subject matter or meeting by any security holder who is, or by security holders who are, entitled to vote at least one percent of the votes entitled to be voted on the matter. The requesting security holder or security holders shall pay the reasonable expenses incurred by the issuer in performing the act or acts requested.

(2) The issuer shall mail or otherwise furnish to a security holder, as promptly as practicable after the receipt of the request:

(a) A statement of the approximate number of record owners and, to the extent known to the issuer, the approximate number of beneficial owners of any class of securities, any of whom have been or are to be solicited on behalf of the management, or any group of whom that is designated by the security holder; and

(b) An estimate of the cost of mailing a specified proxy statement, form of proxy or other communication to the owners.

(3) The issuer shall mail copies of any proxy statement, form of proxy or other communication furnished by the security holder to the security owners specified in section (2) of this rule and designated by the security holder. The issuer shall mail the material furnished by the security holder with reasonable promptness after receiving the material to be mailed, envelopes or other containers therefor, and postage or payment for postage. The issuer need not, however, mail any material before the first day that solicitation is made on behalf of the issuer. The issuer is not responsible for the proxy statement, form of proxy or other communication.

(4) Instead of performing the acts specified in section (3) of this rule, the issuer may furnish promptly to a security holder a reasonably current list of the names and addresses of the record owners and, to the extent known to the issuer, the beneficial owners designated by the security holder and a schedule of the handling and mailing costs if the schedule has been supplied to the issuer.

Or. Admin. Code § 836-024-0038

ID 16-2006, f. & cert. ef. 8-7-06

Stat. Auth.: ORS 731 & 732

Stats. Implemented: ORS 732.415(4)