(a) Applicability of proxy solicitation provisions.
(1) The mutual holding company must comply
with these proxy solicitation provisions when the mutual holding company provides
proxy solicitation material to members for the meeting to vote on
the plan of conversion.
(2) Members of the mutual holding company must comply with these
proxy solicitation provisions when they provide proxy solicitation
materials to members for the meeting to vote on the conversion, pursuant
to paragraph (f) of this section except where:
(i) The member
solicits 50 people or fewer and does not solicit proxies on behalf
of the mutual holding company; or
(ii) The member solicits proxies through
newspaper advertisements after the board of directors adopts the plan
of conversion. Any newspaper advertisements may include only the following
information:
(A) The name of the mutual holding company;
(B) The reason for the advertisement;
(C) The proposal or proposals
to be voted upon;
(D) Where
a member may obtain a copy of the proxy solicitation material; and
(E) A request for the members
of the mutual holding company to vote at the meeting.
(b) Form of proxy. The form of proxy must include all of the following:
(1) A statement in bold face type stating
that management is soliciting the proxy.
(2) Blank spaces where the member must
date and sign the proxy.
(3) Clear and impartial identification of each matter or group of
related matters that members will vote upon. It must include any proposed
charitable contribution as an item to be voted on separately.
(4) The phrase “Revocable
Proxy” in bold face type (at least 18 point).
(5) A description of any charter or state
law requirement that restricts or conditions votes by proxy.
(6) An acknowledgment that
the member received a proxy statement before he or she signed the
form of proxy.
(7)
The date, time, and the place of the meeting, when available.
(8) A way for the member to
specify by ballot whether he or she approves or disapproves of each
matter that members will vote upon.
(9) A statement that management will vote
the proxy in accordance with the member’s specifications.
(10) A statement in bold face
type indicating how management will vote the proxy if the member does
not specify a choice for a matter.
(c) Permissible use of proxies.
(1) The mutual holding company may not
use previously executed proxies for the plan of conversion vote. If
members consider the plan of conversion at an annual meeting, the
mutual holding company may vote proxies obtained through other proxy
solicitations only on matters not related to the plan of conversion.
(2) The mutual holding
company may vote a proxy obtained under this subpart on matters that
are incidental to the conduct of the meeting. The mutual holding company
or its management may not vote a proxy obtained under this subpart
at any meeting other than the meeting (or any adjournment of the meeting)
to vote on the plan of conversion.
(d) Proxy statement requirements.
(1) Content requirements. The mutual holding company must prepare the proxy statement in compliance
with this subpart and Form PS. The mutual holding company may obtain
Form PS from the appropriate Reserve Bank and the Board’s Web site
(http://www.federalreserve.gov).
(2) Other requirements.
(i) The Board will review the proxy
solicitation material in its review of the application for conversion.
(ii) The mutual holding
company must provide a written proxy statement to the members before
or at the same time the mutual holding company provides any other
soliciting material. The mutual holding company must mail proxy solicitation
material to the members no later than ten days after the Board approves
the conversion.
(e) Filing revised proxy materials.
(1) The mutual holding company
must file revised proxy materials as an amendment to the application
for conversion.
(2)
To revise the proxy solicitation materials, the mutual holding company
must file:
(i) Revised proxy materials as required
by Form PS;
(ii)
Revised form of proxy, if applicable; and
(iii) Any additional proxy solicitation
material subject to paragraph (d) of this section.
(3) The mutual holding
company must clearly indicate changes from the prior filing.
(4) The mutual holding company
must file a definitive copy of all proxy solicitation material, in
the form in which the mutual holding company furnishes the material
to the members. The mutual holding company must file no later than
the date that it sends or gives the proxy solicitation material to
the members. The mutual holding company must indicate the date that
it plans to release the materials.
(5) Unless the Board requests the mutual
holding company to do so, the mutual holding company does not have
to file copies of replies to inquiries from the members or copies
of communications that merely request members to sign and return proxy
forms.
(f) Mailing proxy solicitation material.
(1) The mutual holding company must mail
the member’s proxy solicitation material if:
(i) The board of directors
adopted a plan of conversion;
(ii) A member requests in writing that
the mutual holding company mail the proxy solicitation material; and
(iii) The member agrees
to defray reasonable expenses of the mutual holding company.
(2) As soon as practicable
after the mutual holding company receives a request under paragraph
(f)(1) of this section, the mutual holding company must mail or otherwisefurnish
the following information to the member:
(i) The approximate
number of members that the mutual holding company solicited or will
solicit, or the approximate number of members of any group of account
holders that the member designates; and
(ii) The estimated cost of mailing the
proxy solicitation material for the member.
(3) The mutual holding company
must mail proxy solicitation material to the designated members promptly
after the member furnishes the materials, envelopes (or other containers),
and postage (or payment for postage) to the mutual holding company.
(4) The mutual holding
company is not responsible for the content of a member’s proxy solicitation
material.
(5) A member
may furnish other members its own proxy solicitation material, subject
to the rules in this section.
(g) Prohibited solicitations.
(1) False or misleading statements.
(i) No one may use proxy solicitation material for the members’ 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.
(ii) No one may represent or imply that
the Board determined that the proxy solicitation material is accurate,
complete, not false or not misleading, or passed upon the merits of
or approved any proposal.
(2) Other prohibited
solicitations. No person may solicit:
(i) An undated or post-dated
proxy;
(ii) A proxy
that states it will be dated after the date it is signed by a member;
(iii) A proxy that
is not revocable at will by the member; or
(iv) A proxy that is part of another
document or instrument.
(3) If a solicitation violates this section,
the Board may require remedial measures, including:
(i) Correction
of the violation by a retraction and a new solicitation;
(ii) Rescheduling the members’
meeting; or
(iii)
Any other actions necessary to ensure a fair vote.
(4) The Board may also
bring an enforcement action against the violator for violations of
this section.
(h) Re-soliciting proxies. If the mutual holding
company amends its application for conversion, the Board may require
it to re-solicit proxies for the members’ meeting as a condition of
approval of the amendment.
