---
kind: "section"
citation: "12 C.F.R. § 169.4"
title: "12"
number: "169.4"
heading: "Proxy soliciting material."
url: "https://uscodex.org/cfr/12/169.4"
---

# §169.4. Proxy soliciting material.


No solicitation of a proxy shall be made by means of any statement, form of proxy, notice of meeting, or other communication, written or oral, which:

- (a) Solicits any undated or postdated proxy;
- (b) Solicits any proxy that provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the security holder; or
- (c)
  - (1) Contains any statement that is false or misleading with respect to any material fact, or
  - (2) **Omits to state any material fact—**
    - (i) Necessary in order to make the statements therein not false or misleading or
    - (ii) Necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter that has subsequently become false or misleading.

## Notes

### Authority

Authority: Section 2, 48 Stat. 128, as amended (12 U.S.C. 1462); section 3, as added by section 301, 103 Stat. 278 (12 U.S.C. 1462a); section 4, as added by section 301, 103 Stat. 280 (12 U.S.C. 1463), 5412(b)(2)(B).

### Source

Source: 76 FR 49129, Aug. 9, 2011, unless otherwise noted.