3 Colo. Code Regs. § 702-3-2-1-14
Current through Register Vol. 47, No. 24, December 25, 2024
Section 3 CCR 702-3-2-1-14 - Special Provisions Applicable To Election ContestA. This section shall apply to any solicitation subject to this regulation by any person or group for the purpose of opposing a solicitation subject to this regulation by any other person or group with respect to the election or removal of directors at any annual or special meeting of security holders.B. Participant or Participant in a Solicitation.1. For purposes of this section the term "participant" and "participant in a solicitation" include: b. Any director of the issuer, and any nominee for whose election as a director whose proxies are solicited;c. Any other person, acting alone or with one or more other persons, committees or groups, in organizing, directing or financing the solicitation.2. For the purposes of this section the terms "participant" and "participant in a solicitation" do not include: a. A bank, broker or dealer who, in the ordinary course of business, lends money or executes an order for the purchase or sale of securities and who is not otherwise a participant;b. Any person or organization retained or employed by a participant to solicit security holders or any person who merely transmits proxy soliciting material or performs ministerial or clerical duties;c. Any person employed in the capacity of attorney, accountant, or advertising, public relations or financial adviser, whose activities are limited to the performance of his duties in the course of such employment;d. Any person regularly employed as an officer or employee of the issuer or any of its subsidiaries or affiliates who is not otherwise a participant; ore. Any officer or director of, or any person regularly employed by any other participant, if such officer, director, or employee is not otherwise a participant.C. Filing of Information Required by Schedule B.1. No solicitation subject to this section shall be made by any person other than the issuer unless at least five (5) business days prior, or a shorter period as the Commissioner may authorize upon a showing of good cause, there has been filed with the Commissioner, by or on behalf of each participant in the solicitation, a statement in duplicate containing the information specified by Schedule B and a copy of any material proposed to be distributed to security holders in furtherance of the solicitation.2. Within five (5) business days after a solicitation subject to this section is made by the issuer, or a longer period the Commissioner may authorize upon showing of good cause, there shall be filed with the Commissioner, by or on behalf of each participant in the solicitation other than the issuer, a statement in duplicate containing the information specified by Schedule B.3. If any solicitation on behalf of the issuer or any other person has been made, or if proxy material is ready for distribution, prior to a solicitation subject to this section in opposition, a statement in duplicate containing the information specified in Schedule B shall be filed with the Commissioner, by or on behalf of each participant in the prior solicitation, other than the issuer, as soon as reasonably practicable after the commencement of the solicitation in opposition.4. If after the filing of the statements required by Subsections A, B and C of this section additional persons become participants in a solicitation subject to this section, there shall be filed with the Commissioner, by or on behalf of each such person, a statement in duplicate containing the information specified by Schedule B, within three (3) business days after the person becomes a participant, or a longer period the Commissioner may authorize upon a showing of good cause.5. If any material change occurs in the facts reported in any statement filed by or on behalf of any participant, an appropriate amendment to the statement shall be filed promptly with the Commissioner.6. Each statement and amendment filed pursuant to this paragraph shall be part of the public files of the Commissioner.D. Solicitations Prior to Furnishing Required Written Proxy Statement. Notwithstanding the provisions of Section 6A, a solicitation subject to this section may be made prior to furnishing security holders a written proxy statement containing the information specified in Schedule A with respect to such solicitation, provided that:
1. The statements required by Subsection C of this section are filed by or on behalf of each participant in such solicitation.2. No form of proxy is furnished to security holders prior to the time the written proxy statement required by Section 6A is furnished to these persons. However, this paragraph shall not apply where a proxy statement meeting the requirements of Schedule A has been furnished to security holders.3. At least the information specified in Paragraphs 2 and 3 of the statements required by Subsection C to be filed by each participant, or an appropriate summary, are included in each communication sent or given to security holders in connection with the solicitation. A written proxy statement containing the information specified in Schedule A with respect to a solicitation is sent or given security holders at the earliest practicable date.
E. Solicitations Prior to Furnishing Required Written Proxy Statement Filing Requirements. Two (2) copies of any soliciting material proposed to be sent or given to security holders prior to the furnishing of the written proxy statement required by Section 6A shall be filed with the Commissioner in preliminary form at least five (5) business days prior to the date definitive copies of such material are first sent or given to such persons, or such shorter period as the Commissioner may authorize upon a showing of good cause.F. Notwithstanding the provisions of Sections 6B, two (2) copies of any portion of the annual report referred to in Section 6B which comments upon or refers to any solicitation subject to this section, or to any participant in any solicitation, other than the solicitation by the management, shall be filed with the Commissioner as proxy material subject to this regulation. This portion of the report shall be filed with the Commissioner, in preliminary form, at least five (5) business days prior to the date copies of the report are first sent or given to security holders.37 CR 20, October 25,2014, effective 11/15/201437 CR 20, October 25,2014, effective 1/1/201537 CR 23, December 10, 2014, effective 1/1/201538 CR 17, September 10, 2015, effective 10/1/201539 CR 05, March 10, 2016, effective 4/1/201639 CR 14, July 25, 2016, effective 8/15/201639 CR 23, December 10, 2016, effective 1/1/201740 CR 03, February 10, 2017, effective 3/15/201740 CR 05, March 10, 2017, effective 4/1/201740 CR 13, July 10, 2017, effective 8/1/201740 CR 17, September 10, 2017, effective 11/1/201743 CR 06, March 25, 2020, effective 4/15/202044 CR 03, February 10, 2021, effective 3/15/202144 CR 23, December 10, 2021, effective 1/1/202246 CR 03, February 10, 2023, effective 3/2/2023