a. Each person solicited must (have) be(en) furnished with:

1./3. A publicly-filed preliminary or definitive proxy statement containing the information specified in Schedule 14A. The solicitation must be in the form and manner described in rule 14a–16 unless it …

i. … relates to a business combination transaction.[1]

ii. … may not do so under the laws of the registrant’s state of incorporation.

2. [or Form S–4, F–4, or N–14]

b. If the solicitation is made on behalf of the registrant and relates to an annual meeting (or special meeting or written consent in lieu of such meeting) at which directors are to be elected, each proxy statement shall be accompanied or preceded by an annual report, which contains:

1. consolidated balance sheets for the two most recent fiscal years and income statements for the three most recent fiscal years prepared in accordance with Regulation S–X. Schedules or exhibits may be omitted. The financial statements must be audited unless filings of the statements with the SEC are also exempt from the audit requirement.

2. They must comply with the legibility requirements of rule 14a-5(d).

Items required by Regulation S-K:

3. supplementary financial information (Item 302).

4. “changes in and disagreements with accountants on accounting and financial disclosure” (Item 304)

5.          i. selected financial data (Item 301).

ii. … “management’s discussion and analysis of financial condition and results of operations” (Item 303)

iii. disclosures about market risk (Item 305)

7. industry segments, classes of similar products or services, foreign and domestic operations and exports sales (paragraphs b., c.1.i. and d. of Item 101)

9. stock price, dividends, and a performance graph (Items 201(a), (b), (c), and (e))

6. a brief description of the registrant’s business during the most recent fiscal year which will, in the opinion of management, indicate the general nature and scope of the registrant’s business.

8. the registrant’s directors and officers, indicating their principal occupation employer.

10. “an undertaking in … reasonably prominent type to provide without charge to each person solicited upon … written request …  a copy of the registrant’s annual report on Form 10–K, including the financial statements and the financial statement schedules …”

11. “Subject to the foregoing requirements, the report may be in any form deemed suitable by management …”

“Note: Registrants are encouraged to utilize tables, schedules, charts and graphic illustrations of present financial information in an understandable manner. Any presentation of financial information must be consistent with the data in the financial statements contained in the report and, if appropriate, should refer to relevant portions of the financial statements and notes thereto.”

12. [Reserved]

13. This paragraph (b) shall not apply, however, to solicitations before the financial statements are available if a solicitation is being made at the same time in opposition to the registrant and if the registrant’s proxy statement includes an undertaking in bold face type to furnish such annual report to security holders to all persons being solicited at least 20 calendar days before the vote takes place or the written consent becomes effective.

c. “Seven copies of the report sent to security holders pursuant to this rule shall be mailed to the Commission …”

d. “An annual report to security holders prepared on an integrated basis pursuant to General Instruction H to Form 10–K may also be submitted in satisfaction of this section. …”

e. 1. [delivery to security holders with shared address]; (2) [no obligation to send if twice undeliverable]

f. “The provisions of paragraph (a) of this section shall not apply to a communication made by means of speeches in public forums, press releases, published or broadcast opinions, statements, or advertisements appearing in a broadcast media, newspaper, magazine or other bona fide publication disseminated on a regular basis, provided that:

1. No form of proxy, consent or authorization or means to execute the same is provided to a security holder in connection with the communication; and

2. At the time the communication is made, a definitive proxy statement is on file with the Commission pursuant to rule 14a–6(b).”

[1] “Business combination transaction” is an exchange offer or any transaction specified in rule 145(a) under the 1933 Act, as well as transactions for cash consideration requiring disclosure under Item 14 of Schedule 14A.