Minnesota Administrative Rules

2715.8400 MINIMUM REQUIREMENT.

Subpart 1.

Contents.

The information statement shall contain the information required by subparts 2 to 7.

Subp. 2.

Limitation.

Where any provision other than subpart 6 calls for information with respect to any matter to be acted upon at the meeting, the provision need be answered only with respect to proposals to be made by the issuer.

Subp. 3.

Information required by schedule A.

Furnish the information called for by parts 2715.7700 to 2715.7910 except parts 2715.7700, 2715.7710, 2715.7730, and 2715.7740 which would be applicable to any matter to be acted upon at the meeting if proxies were to be solicited in connection with the meeting.

Subp. 4.

Statement that proxies not solicited.

The following statement shall be set forth on the first page of the information statement in bold face type:

"WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

REQUESTED NOT TO SEND US A PROXY."

Subp. 5.

Date, time, and place of meeting.

State the date, time, and place of the meeting of security holders, unless the information is otherwise disclosed in material furnished to security holders with the information statement.

Subp. 6.

Interest of certain persons.

A.

Describe briefly any substantial interest, direct or indirect, by security holdings or otherwise, of each of the following persons in any matter to be acted upon, other than elections to office:

(1)

each person who has been a director or officer of the issuer at any time since the beginning of the last fiscal year;

(2)

each nominee for election as a director of the issuer; and

(3)

each associate of the foregoing persons.

B.

Give the name of any director of the issuer who has informed the management in writing of intent to oppose any action to be taken by the management at the meeting and indicate the action which that person intends to oppose.

Subp. 7.

Proposals by security holders.

If any security holder entitled to vote at the meeting has, not less than 90 days before the issuer's annual meeting, submitted to the issuer a proposal which is accompanied by notice of intention to present the proposal for action at the meeting, make a statement to that effect, identify the proposal and indicate the disposition proposed to be made of the proposal by the management at the meeting.

Statutory Authority:

MS s 60A.22

History:

17 SR 1279

Published Electronically:

December 6, 2017