3 Colo. Code Regs. § 702-3-2-1-11
Current through Register Vol. 47, No. 24, December 25, 2024
Section 3 CCR 702-3-2-1-11 - Proposals of Security HoldersA. If any holder or holders of an issuer's securities (hereafter referred to as the "proponent") notifies the issuer in writing not less than ninety (90) days before the issuer's annual meeting of his intention to present a lawful proposal for action at an upcoming meeting of the issuer's security holders and at the time of the notice the proponent is entitled to vote at least one percent of the votes entitled to be voted on the proposal, the issuer shall set forth the proposal in its proxy statement and identify it in its form of proxy and provide for the specification of approval or disapproval of the proposal. The proxy statement shall also include the name and address of the proponent.B. If the issuer opposes any proposal received from a proponent, it shall also, at the request of the proponent, include in its proxy statement a statement of the proponent of not more than two hundred (200) words in support of the proposal.C. The issuer may omit a proposal and any statement in support thereof from its proxy statement and form of proxy under any of the following circumstances: 1. The proponent has submitted more than one proposal in connection with a particular meeting.2. The proposal is more than three hundred (300) words in length.3. The proposal or the supporting statement is contrary to any section of this regulation or the schedules attached, including Section 12 which prohibits false or misleading statements in proxy soliciting materials.4. 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.5. The proposal deals with a matter not significantly related to the issuer's business, a matter beyond the issuer's power to effectuate, a matter relating to the conduct of the ordinary business operations of the issuer or an election to office.6. The proposal is counter to a proposal to be submitted by the issuer at the meeting, the proposal has been rendered moot or the proposal relates to specific amounts of cash or stock dividends.7. The proposal is substantially duplicative of a proposal previously submitted to the issuer by another proponent, which proposal will be included in the management's proxy material for the meeting.8. Substantially the same proposal has previously been submitted to security holders in the issuer's proxy statement and form of proxy relating to any annual or special meeting of security holders held within the preceding five (5) calendar years and received less than five percent (5%) of the total number of votes cast at the time of its most recent submission.D. If the issuer intends to omit any proposal from its proxy statement or forms of proxy or both, it shall notify the proponent in writing of its intention at least ten (10) days before the issuer's preliminary proxy material is filed pursuant to Section 9A.37 CR 20, October 25,2014, effective 11/15/201437 CR 20, October 25,2014, effective 1/1/201537 CR 23, December 10, 2014, effective 1/1/201538 CR 17, September 10, 2015, effective 10/1/201539 CR 05, March 10, 2016, effective 4/1/201639 CR 14, July 25, 2016, effective 8/15/201639 CR 23, December 10, 2016, effective 1/1/201740 CR 03, February 10, 2017, effective 3/15/201740 CR 05, March 10, 2017, effective 4/1/201740 CR 13, July 10, 2017, effective 8/1/201740 CR 17, September 10, 2017, effective 11/1/201743 CR 06, March 25, 2020, effective 4/15/202044 CR 03, February 10, 2021, effective 3/15/202144 CR 23, December 10, 2021, effective 1/1/202246 CR 03, February 10, 2023, effective 3/2/2023