Current through February 24, 2025
(a) A proxyholder
shall either attend the shareholders' meeting in person or execute a power of
substitution so that the shares for which he has proxies are represented at the
meeting.
(b) A proxyholder shall
vote in accordance with any choices made by the shareholder or in the manner
provided by the proxy when the shareholder has not specified a
choice.
(c) The proxy must
(1) indicate that the proxy is solicited on
behalf of the board or, if solicited other than by the board, indicate the
identity of the persons on whose behalf the solicitation is made;
(2) provide a specifically designated blank
space for dating the proxy; and
(3)
provide a means for the shareholder to specify by boxes a choice between
approval or disapproval of each matter or group of related matters identified
in the proxy as intended to be acted upon, other than the election of
directors.
(d) A proxy
may confer authority for matters on which a choice is not made by the
shareholder if the proxy discloses how the shares represented by the proxy will
be voted in each case.
(e) A proxy
that provides for the election of directors must
(1) set out the names of the nominees for
whom the proxy is solicited; and
(2) clearly provide one of the following:
(A) a box opposite the name of each nominee
which may be marked to indicate that authority to vote for that nominee is
withheld;
(B) an instruction that
the shareholder may withhold authority to vote for a nominee by lining through
or otherwise striking out the name of that nominee;
(C) a "ballot" type of selection in which the
shareholder is permitted to award votes to selected nominees of the
shareholder's choosing.
(f) A proxy may confer discretionary
authority to vote only with respect to the following:
(1) matters which the persons making the
solicitation do not know, a reasonable time before the solicitation, are to be
presented at the meeting;
(2)
approval of the minutes of the prior meeting if the approval does not amount to
ratification of the action taken at that meeting;
(3) the election of a person to an office for
which a bona fide nominee is named in the proxy statement and the nominee is
unable to serve or for good cause will not serve;
(4) a proposal omitted from the proxy
statement and proxy, if solicited for an annual meeting by participants other
than the board; or
(5) matters
incident to the conduct of the meeting.
(g) If action is to be taken on the election
of directors and if the shareholders have cumulative voting rights, a proxy may
confer discretionary authority to cumulate votes.
Authority:AS
45.55.138
AS 45.55.139
AS 45.55.160
AS 45.55.240
