Alaska Administrative Code
Title 3 - Commerce, Community, and Economic Development
Part 1 - Banking, Securities, Small Loans and Corporations
Chapter 08 - Securities
Article 3 - Alaska Native Claims Act Corporations: Solicitation of Proxies
3 AAC 08.345 - Board solicitations
Universal Citation: 3 AK Admin Code 08.345
Current through February 24, 2025
(a) The solicitation of proxies on behalf of the board for an annual meeting must be preceded or accompanied by the annual report for the corporation's last fiscal year, unless
(1) the solicitation is made on behalf of the
board before the annual report is available;
(2) solicitation is being made at the time in
opposition to the board; and
(3)
the board's proxy statement includes an undertaking to furnish the annual
report to all shareholders being solicited at least 50 days before the date of
the annual meeting.
(b) The solicitation of proxies on behalf of the board must be preceded or accompanied by a dated, written proxy statement including, but not limited to, the following:
(1) if action is to be taken
on the election of directors, a description of each nominee of the board who
has consented to act if elected and of each director whose term of office will
continue after the shareholders' meeting; each description must include
(A) name, age, and state and city of
residence;
(B) all positions and
offices presently and previously held with the corporation and its
subsidiaries;
(C) the remaining
term in office as director and all other periods of service as a director for
the corporation and its subsidiaries;
(D) the total number of board meetings,
including regularly scheduled and special meetings, and the number of meetings
of committees on which the nominee or director served, and the percentage
attendance during the last fiscal year at meetings of the board, including
regularly scheduled and special meetings, and meetings of committees on which
the nominee or director served, including those meeting for which the absence
was excused;
(E) the nature of any
family relationship with any director, nominee or executive officer of the
corporation and its subsidiaries;
(F) business experience during the past five
years, including
(i) principal employment or
occupation;
(ii) the nominee's or
director's employer; and
(iii)
other directorships held for other entities;
(G) any of the following events that occurred
during the past 10 years: voluntary or involuntary petition under any
bankruptcy or insolvency laws, appointment of a receiver, pending criminal
proceedings, except traffic violations or other minor offenses, conviction or
plea of nolo contendere in a criminal proceeding, except traffic violations or
other minor offenses, and the entry of any final judgment, order, or decree,
not subsequently reversed or vacated, that the nominee or director engaged in
unethical or illegal business practices, violated fiduciary duties, or violated
securities laws; and
(H) financial
transactions by the corporation since the beginning of the corporation's last
fiscal year and presently proposed financial transactions by the corporation or
its subsidiaries if
(i) the transactions in
the aggregate exceed $20,000; and
(ii) the transaction is with the nominee
director, a member of the nominee's or director's family, or an entity, other
than an affiliate of the corporation, where a nominee, director, or a member of
his family is employed by, is an officer or director of, or owns, directly or
indirectly, an interest in the entity;
(2) a statement of all current compensation
or other remuneration distributed or accrued and of all future compensation or
other remuneration contributed during the corporation's last fiscal year on
behalf of
(A) each of the five most highly
compensated persons of the corporation, whether directors or officers, for the
director's or officer's services in all capacities to the corporation and its
subsidiaries, naming each such person; and
(B) all officers and directors as a group,
stating the number of persons in the group without naming them; future
remuneration contributed includes amounts that were reported in the
corporation's annual report for the last fiscal year for annuity, pension or
retirement plans and for deferred compensation or profit sharing plans;
information need not be furnished regarding costs for ordinary and necessary
business expenses or for personal benefits, group life, health,
hospitalization, or medical reimbursement plans that do not discriminate in
favor of officers or directors of the corporation and that are available
generally to all salaried employees;
(3) a brief description, including the
purpose and amount, of financial transactions by the corporation or its
subsidiaries since the beginning of the corporation's last fiscal year and any
presently proposed financial transactions by the corporation or a subsidiary if
(A) the transactions in the aggregate exceed
$20,000; and
(B) the transaction is
with a director, nominee, executive officer, or family member of a director,
nominee, or executive officer, or is with an entity, other than an affiliate of
the corporation, where the director, nominee, or executive officer or a family
member is employed by, is an officer or director of, or owns, directly or
indirectly, an interest in the entity;
(4) a brief description of all legal
proceedings to which any director, nominee, or executive officer has been a
party with interests adverse to the corporation or its subsidiaries during the
last 10 years;
(5) if action is to
be taken on the election of directors or other matters for which the financial
statements are material to the exercise of prudent judgment, a description of
the corporation's relationship with its independent public accountants; this
description must include
(A) the name of the
principal accountant for the last fiscal year;
(B) a statement indicating whether
representatives of the principal accountant are expected to be present at the
meeting with the opportunity of making a statement, if they so desire, and with
the responsibility of responding to appropriate questions;
(C) each professional service provided by the
principal accountant and paid for by the corporation during the last fiscal
year, such as preparation of corporate tax returns, preparation of personal tax
returns, review of proposed corporate acquisitions, review of personal
investments, or development of corporate data processing systems;
(D) the percentage relationship which the
aggregate of the fees for all nonaudit services bears to the aggregate of fees
for both audit and nonaudit services performed by the principal accountant and
paid for by the corporation;
(E)
each disagreement with the principal accountant in connection with audits of
the last two fiscal years and any subsequent interim period if (i) the
principal accountant has been changed since the date of publication or
distribution of the proxy statement for the last annual meeting; and (ii)there
have been disagreements on matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of the former principal accountant, would have
caused him to make references to the disagreements in his audit report; the
corporation must, at least 20 days before the date of publication or
distribution of the proxy statement, furnish by certified mail its description
of any disagreements to the former principal accountant; if the former
principal accountant believes the description to be incorrect or incomplete,
and if he forwards to the corporation, within 10 days of the date of his
receipt of the corporation's description, a brief written statement of his
view, the statement must be included in the corporation's proxy
statement;
(6) a brief
description of any arrangement, stating amounts, by which a director is
compensated for all services as a director of the corporation and its
subsidiaries, including any additional amounts payable for committee
participation or special assignments; information need not be furnished
regarding costs for ordinary and necessary business expenses or for personal
benefits, group life, health, hospitalization, or medical reimbursement plans
which do not discriminate in favor of officers or directors of the corporation
and which are available generally to all salaried employees;
(7) a brief description of the board's
leadership structure, including whether the same person serves as president and
board chair or as president and chief executive officer, the attendance policy
for meetings and a list of the board's committees, if any, performing audit,
nominating and compensation functions, the membership of each committee, the
number of meetings held by each committee during the last fiscal year, and a
brief description of the functions actually performed by each
committee;
(8) a brief description
of the methods to be employed to solicit proxies, if other than by use of the
mail, and a statement that solicitation is made on behalf of the
board;
(9) a statement of the total
amount estimated to be spent and the total already expended on the solicitation
of proxies; expenditures include fees for attorneys, accountants, solicitors,
and public relations or financial advisers and expenses for advertising,
printing, transportation, litigation, or other expenses incidental to the
solicitation; however, the following expenses may be excluded:
(A) the amounts which the corporation would
normally spend on a solicitation for an election of directors in the absence of
a contest; and
(B) the salaries and
wages of regular employees and officers, if a statement to that effect is
included in the proxy statement;
(10) a statement indicating who will bear the
cost of solicitation and the total amount any participant, other than the board
and the corporation, has contributed or has agreed to contribute, unless the
participant is a contributor of less than $500 in the aggregate;
(11) a statement describing any formal
procedure or deadline limiting the shareholder's rights to revoke a proxy
before its exercise;
(12) a
statement of the number of shares outstanding and entitled to be voted at the
meeting;
(13) a statement of the
date on which the record of shareholders entitled to vote at the meeting will
be determined; if the right to vote is not limited to shareholders of record on
that date, the solicitation must indicate the conditions under which other
shareholders may be entitled to vote;
(14) if action is to be taken on the election
of directors and if the shareholders have cumulative voting rights
(A) a statement that they have the rights;
and
(B) a brief description of
those rights;
(15) for
each matter which is to be submitted to a vote of the shareholders, other than
the election of directors, a description of the proposal, a statement of the
vote required for its approval, and the name of any director who has notified
the corporation in writing that the director intends to oppose the proposed
action; for example, if action is to be taken on
(A) a proposed amendment to the articles of
incorporation or bylaws, the description must include the reasons for and
against the proposed amendment, the general effect of the amendment, and the
names of any directors who oppose the amendment; or
(B) a proposed property transaction, in
addition to identifying any directors who oppose the transaction, the
description must
(i) outline the material
features of the proposed transaction;
(ii) state the nature and amount of
consideration and, to the extent practicable, outline the facts which bear on
the question of the fairness of consideration; and
(iii) state the name and address of the other
party or parties to the proposed transaction and the nature of any material
relationship of the party or parties to the corporation, its subsidiaries,
officers, or directors;
(16) a brief description of any substantial
interest, direct or indirect, by shareholdings or otherwise, of each
participant or executive officer in any matter to be acted upon at the meeting,
unless the participant or executive officer owns shares in the corporation and
would receive no extra or special benefit not shared on a pro rata basis by all
other shareholders of the same class; and
(17) a brief description of the nominating
procedures for board candidates.
(c) If a candidate included in a board solicitation or a candidate soliciting write-in votes does not engage in any additional proxy solicitations, the candidate may rely on inclusion in the board's proxy statement, but the candidate remains responsible for the accuracy and completeness of the information the candidate provided to the board. If however, the candidate, whether recommended by the board or a candidate included on an open proxy, elects to engage in any additional solicitation, the candidate must comply with 3 AAC 08.355.
Authority:AS 45.55.138
AS 45.55.139
AS 45.55.160
AS 45.55.950
Disclaimer: These regulations may not be the most recent version. Alaska may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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