Or. Admin. Code § 836-024-0039

Current through Register Vol. 63, No. 12, December 1, 2024

Section 836-024-0039 - Proposals of Security Holders

(1) As used in this rule, "proponent" means a holder or holders of an issuer's securities.

(2) An issuer shall set forth a proposal for action in its proxy statement if the proponent notifies the issuer as provided in this section and if the proponent is entitled at the time of the notice to vote at least one percent of the votes entitled to be voted on the proposal. The proponent must notify the issuer in writing not less than 90 days before the issuer's annual meeting of the proponent's intention to present a proposal for action at an upcoming meeting of the issuer's security holders. The issuer shall identify the proposal in the issuer's form of proxy and provide for specifying approval or disapproval of the proposal. The proxy statement shall also include the name and address of the proponent.

(3) If the issuer opposes a proposal received from a proponent, the issuer shall also include in its proxy statement, at the request of the proponent, a statement of the proponent not exceeding 200 words in support of the proposal.

(4) The issuer may omit a proposal and any supporting statement from its proxy statement and form of proxy under any of the following circumstances:

(a) The proponent has submitted more than one proposal in connection with a particular meeting.

(b) The proposal is more than 300 words in length.

(c) The proposal or the supporting statement is contrary to any provision of OAR 836-024-0003 to 836-024-0055.

(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 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.

(f) 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.

(g) The proposal is substantially duplicative of a proposal that was previously submitted to the issuer by another proponent and will be included in the management's proxy material for the meeting.

(h) 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 years and received less than five percent of the total number of votes cast at the time of the proposal's most recent submission.

(5) If the issuer intends to omit a proposal from its proxy statement or forms of proxy or both, the issuer shall notify the proponent in writing of its intention at least ten days before the issuer's preliminary proxy material is filed pursuant to OAR 836-024-0036.

Or. Admin. Code § 836-024-0039

ID 16-2006, f. & cert. ef. 8-7-06

Stat. Auth.: ORS 731 & 732

Stats. Implemented: ORS 732.415(4)