Code of Federal Regulations · Section
§ 240.14c-3 — c-3 Annual Report To Be Furnished Security Holders
17 C.F.R. § 240.14c-3
(a) If the information statement relates to an annual (or special meeting in lieu of the annual) meeting, or written consent in lieu of such meeting, of security holders at which directors of the registrant, other than an investment company registered under the Investment Company Act of 1940, are to be elected, it shall be accompanied or preceded by an annual report to security holders:
(1) The annual report to security holders shall contain the information specified in paragraphs (b)(1) through (b)(11) of § 240.14a-3.
(2) [Reserved]
(b) The report sent to security holders pursuant to this rule shall be submitted in electronic format, in accordance with the EDGAR Filer Manual, to the Commission, solely for its information, not later than the date on which such report is first sent or given to security holders or the date on which preliminary copies, or definitive copies, if preliminary filing was not required, of the information statement are filed with the Commission pursuant to § 240.14c-5, whichever date is later. The report is not deemed to be “filed” with the Commission or subject to this regulation otherwise than as provided in this rule, or to the liabilities of section 18 of the Act, except to the extent that the registrant specifically requests that it be treated as a part of the information statement or incorporates it in the information statement or other filed report by reference.
(c) A registrant will be considered to have delivered a Notice of Internet Availability of Proxy Materials, annual report to security holders or information statement to security holders of record who share an address if the requirements set forth in § 240.14a-3(e)(1) are satisfied with respect to the Notice of Internet Availability of Proxy Materials, annual report to security holders or information statement, as applicable.
(d) A registrant shall furnish an annual report to security holders pursuant to paragraph (a) of this section by satisfying the requirements set forth in § 240.14a-16.
Authorizing Statute
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Records and reports15 U.S.C. § 78q
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Registration of securities15 U.S.C. § 77f
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Registration and regulation of brokers and dealers15 U.S.C. § 78o
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Foreign securities exchanges15 U.S.C. § 78dd
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Information required in registration statement15 U.S.C. § 77g
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General provisions of a liquidation proceeding15 U.S.C. § 78fff
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Necessity for regulation15 U.S.C. § 78b
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Proxies15 U.S.C. § 78n
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Classes of securities under this subchapter15 U.S.C. § 77c
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Registration requirements for securities15 U.S.C. § 78l
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Executive compensation and corporate governance12 U.S.C. § 5221
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Findings and purposes12 U.S.C. § 5461
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Creation; membership; compensation and expenses12 U.S.C. § 241
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Short title15 U.S.C. § 78a
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Trading by members of exchanges, brokers, and dealers15 U.S.C. § 78k
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Manipulative and deceptive devices15 U.S.C. § 78j
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Operations of designated financial market utilities12 U.S.C. § 5465
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Definitions and application15 U.S.C. § 78c
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National securities exchanges15 U.S.C. § 78f
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Rules, regulations, and orders; annual reports15 U.S.C. § 78w
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Comprehensive energy plan15 U.S.C. § 781
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Transaction fees15 U.S.C. § 78ee
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Failure of corporate officers to certify financial reports18 U.S.C. § 1350