3901-2-08 Mailing communications for security holders.

If the management of the issuer has made or intends to make any solicitation subject to this chapter, the issuer shall perform such of the following acts as may be duly requested in writing with respect to the same subject matter or meeting by any security holder who is, or security holders who are, entitled to vote at least one per cent of the votes entitled to be voted on such matter and who shall defray the reasonable expenses to be incurred by the issuer in the performance of the act or acts requested.

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

(1) 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 the security holder shall designate.

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

(B)

(1) Copies of any proxy statement, form of proxy or other communication furnished by the security holder shall be mailed by the issuer to such of the security owners specified in paragraph (A)(1) of this rule as the security holder shall designate.

(2) Such material furnished by the security holder shall be mailed with reasonable promptness after receipt of the material to be mailed, envelopes or other containers therefor, and postage or payment for postage. The issuer need not, however, mail any such material prior to the first day on which solicitation is made on behalf of the issuer.

(3) The issuer shall not be responsible for such proxy statement, form of proxy or other comunication.

(C) In lieu of performing the acts specified above, the issuer may, at its option, furnish promptly to such security holder a reasonably current list of the names and addresses of such of the record owners and, to the extent known to the issuer, the beneficial owners as the security holder shall designate and a schedule of the handling and mailing costs if such schedule has been supplied to the issuer.

R.C. 119.032 review 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