(1)
"Proponent," for the purposes of this subsection, means a security
holder.
(2)
(a) If a proponent notifies an issuer, in
writing and no less than 90 days before the issuer's annual meeting, of the
security holder's intention to present a lawful proposal for action at an
upcoming meeting of the issuer's security holders and the proponent is entitled
to vote at least 1% of the votes entitled to be voted on the proposal, the
issuer shall:
(i) set forth the proposal in
its proxy statement;
(ii) identify
the proposal in its proxy form; and
(iii) provide for the specification of
approval or disapproval of the proposal.
(b) The proxy statement shall also include
the name and address of the proponent.
(3) If an issuer opposes a proposal received
from a proponent, it shall, at the request of the proponent, include in its
proxy statement a statement of the proponent of not more than 200 words in
support of the proposal.
(4) The
issuer may omit a proposal and any statement in support thereof from its proxy
statement and proxy form if:
(a) the proponent
submitted more than one proposal in connection with a particular
meeting;
(b) the proposal is more
than 300 words long;
(c) the
proposal or the supporting statement is contrary to this rule or Schedules A,
B, or C, including Section
R590-67-5, which prohibits false
or misleading statements in proxy soliciting materials;
(d) the proposal relates to the enforcement
of a personal claim or the redress of a personal grievance against the issuer,
its management, or any other person;
(e) the proposal deals with:
(i) a matter not significantly related to the
issuer's business;
(ii) a matter
beyond the issuer's power to effectuate;
(iii) a matter relating to the conduct of the
issuer's ordinary business operations; or
(iv) an election to
office;
(f) the proposal
is counter to a proposal submitted by the issuer at the meeting, the proposal
is moot, or the proposal relates to specific amounts of cash or stock
dividends;
(g) the proposal is
substantially duplicative of a proposal previously submitted to the issuer by
another proponent, which proposal is included in the management's proxy
material for the meeting; or
(h)
substantially the same proposal was submitted to security holders in the
issuer's proxy statement and proxy form relating to any annual or special
meeting of security holders held within the preceding five calendar years and
received less than 5% of the total number of votes cast at the time of its most
recent submission.
(5) If
the issuer intends to omit a proposal from its proxy statement or proxy forms,
or both, it shall notify the proponent in writing of its intention at least 10
days before the issuer's preliminary proxy material is filed under Subsection
R590-67-10(1).
