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Section 164. Item 13
us SEC - C&DI - Proxy Rules and Schedules
Question 164.01
Question: Does a proxy statement seeking security holder approval of an increase in authorized common shares and the elimination of an authorized but unissued class of preferred stock require the inclusion or incorporation of financial statements?
Answer: No, unless the authorization is being sought in connection with an exchange, merger, consolidation, acquisition, or similar transaction.See Instruction 1 of Item 13 of Schedule 14A. [May 11, 2018]
Question 164.02
Question: Is it permitted for a proxy statement to incorporate by reference the financial information required by Item 13(a) of Schedule 14A from a prospectus?
Answer: Yes. The proxy statement may incorporate by reference from a prospectus the information required by Item 13(a) despite the fact that Item 13(b)(2) refers only to a previously-filed "statement or report." [May 11, 2018]
Question 164.03
Question: Are the financial statements required by Item 13 of Schedule 14A needed for a proxy statement filed in connection with a merger that is intended solely to change the registrant's domicile from one state to another?
Answer: No. [May 11, 2018]
Question 164.04
Question: Instruction 1 to Item 13 of Schedule 14A states that the information required by Item 13(a) is not deemed material where the matter to be acted upon is the authorization of preferred stock for issuance for cash in an amount constituting fair value. For purposes of this instruction, is the issuance of preferred stock upon conversion of debentures the equivalent to the authorization of preferred stock for cash?
Answer: No, they are not equivalent. Therefore, the registrant must provide Item 13 financial information in the proxy statement to the extent the financial information is material. [May 11, 2018]
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