La. Admin. Code tit. 10 § VII-327

Current through Register Vol. 50, No. 11, November 20, 2024

Section VII-327 - Requirements as to Proxies

A. Solicitations to Which This Rule Applies. This Section applies to every solicitation of a proxy from a member of a savings bank for the meeting at which a conversion plan will be voted upon, except the following.

1. Any solicitation made other than on behalf of the management of the savings bank where the total number of persons solicited is not more than 50.

2. Any solicitation in a newspaper advertisement which informs the savings bank's members, following approval of the plan of conversion, of a source from which they may obtain copies of a proxy statement, form of proxy, or any other solicitation material and does no more than:

a. name the savings bank;

b. state the reason for the advertisement;

c. identify the proposal or proposals to be acted upon by members; and

d. urge members to vote at the meeting.

B. Use of Proxy Solicitation Material Must Be Authorized. No proxy solicitation material required to be filed with the commissioner prior to use shall be furnished to savings bank members or otherwise released for distribution until the use of such material has been authorized in writing by the commissioner. Proxy material authorized for use by the commissioner shall be mailed to the members within 10 business days of such authorization unless extended by the commissioner in writing upon a showing that adherence to the 10-day rule would work a hardship upon the savings bank and that the delay, if approved, would not be disadvantageous to any interested party. In addition, such proxy material shall be given to each savings bank member at least 20 days prior to the date of the meeting of members to vote on the plan of conversion, pursuant to §329 C

C. Proxy Statement Must Be Furnished. No proxy solicitation under this Section shall be made unless each person solicited is concurrently furnished, or has previously been furnished, by mail, a written proxy statement, the use of which has been authorized in writing by the commissioner pursuant to Subsection B of this Section.

D. Requirements as to Form of Proxy. The proxy form shall:

1. indicate in bold face type whether the proxy is solicited on behalf of the management;

2. provide designated blank spaces for dating and signing the proxy;

3. identify clearly and impartially each matter or group of related matters intended to be voted upon;

4. be clearly labeled "Revocable Proxy;"

5. describe any article of incorporation or state law or rule requirement restricting or conditioning voting by proxy;

6. contain an acknowledgment by the person solicited that he or she has received a proxy statement prior to signing the form;

7. state the date, time and place of meeting, if practical;

8. provide, by a box or otherwise, a means whereby the person solicited may specify a choice between approval or disapproval of each matter intended to be acted upon; and

9. indicate in bold type how the proxy shall be voted on those matters to which no choice is specified.

E. Limited Proxy. No proxy obtained pursuant to the conversion may confer authority to vote at any meeting other than the meeting or any adjournment thereof, to vote on the plan of conversion. A proxy confers authority to vote with respect to all matters incident to the conduct of such meeting. If the plan of conversion is considered at an annual meeting, existing proxies may be voted on matters not related to the plan of conversion.

F. Voting of Proxies. The proxy statement or form of proxy shall provide that the votes represented by the proxy will be voted. Where the person solicited, by means of a ballot provided pursuant to Paragraph D.8 of this Section, specifies a choice with respect to any matter to be acted upon, the votes will be cast in accordance with the specifications so made, and if no choice is so specified, the votes will be cast as indicated on the form of proxy.

G. No Prior Proxies May Be Used. Each voting member must be furnished a form of proxy conforming with Subsection D of this Section. No applicant shall use previously executed proxies.

H. Materials Required to Be Filed

1. Applicants shall file preliminary copies of the proxy materials with the commissioner. Such materials shall be presented on forms required by the commissioner.

2. Preliminary copies of any additional solicitation material subject to this Section, including press releases and radio or television scripts, to be used or furnished to members subsequent to furnishing the proxy statement, shall be filed with the commissioner at least five business days prior to the date on which the commissioner is requested to authorize the use of such material. Speeches may, but need not be, filed with the commissioner prior to use.

3. Copies of the proxy statement and of the form of proxy and all other solicitation material, in the form in which such material is furnished to members, shall be filed with the commissioner not later than the date such material is first sent or given to members. All such materials filed shall be accompanied by a statement of the date on which copies of such materials are to be released to members.

4. If the solicitation is to be made in whole or in part by personal solicitation, preliminary copies of all written instructions or other written material which discusses or reviews, or comments upon the merits of, any matter to be acted upon and which is to be furnished to the individuals making the actual solicitation for their use directly or indirectly in connection with the solicitation shall be filed with the commissioner at least five business days prior to the date on which the commissioner is requested to authorize the use of such material.

5. All preliminary copies of material filed pursuant to this Section shall be clearly marked on the cover page "Preliminary Copy." Such preliminary copies shall be public unless otherwise deemed confidential by law or rule. The commissioner may make such inquiries or investigation in regard to the material as may be necessary for an adequate review.

6. Unless requested by the commissioner, copies of replies to inquiries from members and copies of communications which do no more than request that forms of proxy theretofore solicited be signed and returned need not be filed pursuant to Subsection H of this Section.

7. Where any proxy statement, form of proxy or other material filed pursuant to Subsection H of this Section is amended or revised, a copy of such amended or revised material filed with the commissioner shall be marked to indicate clearly and precisely the changes effected subsequent to the previous filing.

I. Mailing Communications for Members. If the applicant has adopted a plan of conversion, the applicant shall perform any of the following acts which may be requested in writing with respect to a matter to be considered at the meeting to vote on the plan of conversion by any member who will defray the reasonable expenses to be incurred by the applicant in the performance of the acts requested.

1. The applicant shall furnish to the requesting member the following information as promptly as practicable after the receipt of a request:

a. a statement of the approximate number of members who have been or are to be solicited on behalf of the board of directors, or any group of such holders which the savings bank member shall designate; and

b. an estimate of the cost of mailing a specified proxy statement, form of proxy or other communication to the members.

2. The applicant shall mail copies of any proxy statement, form of proxy or other communication furnished by the member and as approved by the commissioner, to such of the savings bank's members specified in Subparagraph I.1.a of this Section as the requesting member may designate.

3. Any material which is furnished by the member shall be mailed with reasonable promptness after receipt of the material to be mailed, envelopes or other containers therefor, and postage or the payment of costs of mailing.

4. Neither the management nor the applicant shall be responsible for another person's proxy statement, form of proxy, or other communication.

J. False or Misleading Statements

1. No solicitation of a proxy by the applicant or any other person of a proxy for the meeting to vote on the plan of conversion shall be made by means of any communication, written or oral, which contains any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary to make the statements not false or misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the meeting which has become false or misleading.

2. The fact that material has been filed with, examined by or authorized for use by the commissioner shall not be deemed a finding that the material is accurate or complete or not false or misleading or that the commissioner has passed upon the merits of or approved any proposal contained therein. No representation to the contrary shall be made by any person.

K. Correction of Proxy Statements. If a proxy solicitation violates this Section, the commissioner may require remedial measures including:

1. correction of the violation by means of a retraction and new solicitation;

2. rescheduling the meeting for a vote on the conversion; and/or

3. any other actions deemed appropriate by the commissioner in the circumstances in order to ensure a fair vote.

L. Prohibition of Certain Solicitations. No person soliciting a proxy from a member for the meeting to vote on conversion shall solicit any of the following:

1. an undated or post-dated proxy;

2. any proxy which provides that it shall be deemed to be dated as of any date subsequent to the date in which it is signed by the member;

3. a proxy which is not revocable at will by the member; or

4. a proxy which is part of any other document or instrument (such as an account card).

La. Admin. Code tit. 10, § VII-327

Promulgated by the Department of Economic Development, Office of Financial Institutions, LR 21:1069 (October 1995).

AUTHORITY NOTE: Promulgated in accordance with R.S. 6:1141.