NAC693A.160. Proxy and information statements.  


Latest version.
  •      1. The form of proxy must:

         (a) Contain a statement in boldface type whether or not the proxy is solicited on behalf of the management;

         (b) Provide a specifically designed blank space for dating the proxy; and

         (c) Identify clearly and impartially each matter or group of related matters intended to be acted upon, whether proposed by the management or by security holders.

    Ê No reference need be made to proposals for which discretionary authority is conferred by subsection 3 of this section.

         2. (a) Means must be provided in the proxy for the person solicited to specify by ballot a choice between approval or disapproval of each matter or group of related matters referred to, other than elections to office. A proxy may confer discretionary authority with respect to matters for which a choice is not specified if the form of proxy states in boldface type how it is intended to vote the shares or authorization represented by the proxy in each case.

         (b) A form of proxy which provides both for elections to office and for action on other specified matters must be prepared so as to provide, by a box or otherwise, means by which the security holder may withhold authority to vote for elections to office. Any such form of proxy which is executed by the security holder in a manner which does not withhold authority to vote for elections to office may be deemed to grant such authority if the form of proxy so states in boldface type.

         3. A proxy may confer discretionary authority with respect to other matters which may come before the meeting, if the persons on whose behalf the solicitation is made are not aware a reasonable time before the solicitation is made that any other matters are to be presented for action at the meeting, and a specific statement to that effect is made in the proxy statement or in the form of proxy.

         4. The proxy statement or form of proxy must provide, subject to reasonable conditions specified on the statement or form, that:

         (a) The proxy will be voted; and

         (b) Where the person solicited specified by means of a ballot provided to the person pursuant to subsection 2 of this section a choice with respect to any matter to be acted upon, the vote will be in accordance with the specifications so made.

         5. The information included in the proxy statement or information statement must be clearly presented and the statements made must be divided into groups according to subject matter, with appropriate headings. All printed proxy statements or information statements must be clearly and legibly presented.

     [Comm’r of Insurance, M-4 § 6, eff. 5-13-72]