3 AAC 08.365 - Definitions relating to solicitation of proxies
For purposes of 3 AAC 08.305 - 3 AAC 08.365, the following definitions apply:
(1) "annual report" means a summary by the
corporation of its business activities, results of operations, and financial
condition for the last fiscal year, including consolidated financial
statements, which meet the requirements of
43 U.S.C.
1606(o), effective December
18, 1971, and 43 U.S.C.
1625, effective January 2, 1976;
(2) "board" means the board of directors of
the issuer of shares for which a proxy is solicited;
(3) "contest" means an issue in which the
board expects one or more solicitations to be made which will be subject to
3 AAC 08.355;
(4) "corporation" means the issuer of shares
with respect to which a proxy is solicited;
(5) "entity" means an individual, sole
proprietorship, partnership, joint venture, trust, association, firm,
corporation, or other organization, whether or not operated for
profit;
(6) "executive officer"
means the president, secretary, treasurer, a vice president in charge of a
principal business function, such as sales, administration, or finance, or any
other person who performs similar policy-making functions for the
corporation;
(7) "family" means an
individual's spouse, parents, children, or siblings by blood or
adoption;
(8) "financial
transaction" means
(A) the buying, selling,
or leasing of real or personal property or of an interest in real or personal
property, including, but not limited to, an option, right of first refusal, or
joint venture interest;
(B) the
buying or selling of services;
(C)
the loaning or borrowing of money or a preliminary commitment to that
transaction; or
(D) any other
transaction which is substantially similar in nature to those listed in this
paragraph, excluding distributions mandated by
43 U.S.C.
1606(j), effective December
18, 1971;
(9) "last
fiscal year" means the fiscal year of the corporation most recently completed
before the date of the meeting for which proxies are to be solicited;
(10) "nominee" means a person who has
consented to being named in a proxy statement and who has agreed to serve if
elected;
(11) "participant"
(A) means the board and the
corporation;
(B) means a nominee
for whose election as director proxies are solicited;
(C) means a committee or group which solicits
proxies or a member of the committee or group;
(D) means a person who finances, directly or
indirectly, the solicitation of proxies, except a person who contributes not
more than $500 and who is not otherwise a participant;
(E) means a person who solicits
proxies;
(F) does not include
(i) a person or organization retained or
employed by a participant to solicit shareholders whose activities are limited
to the performance of his duties in the course of his employment;
(ii) a person who merely transmits proxy
soliciting material or performs other ministerial or clerical duties;
(iii) a person employed by a participant in
the capacity of attorney, accountant, or as an advertising, public relations,
or financial adviser, whose activities are limited to the performance of his
duties in course of his employment; or
(iv) a person regularly employed as an
officer or employee of a participant who is not otherwise a
participant;
(12) "proxy" means a written authorization
which may take the form of a consent, revocation of authority, or failure to
act or dissent, signed by a shareholder or his attorney-in-fact and giving
another person power to vote with respect to the shares of the
shareholder;
(13) "proxyholder"
means a person to whom a proxy or power of substitution is given;
(14) "proxy statement" means a letter,
publication, press release, advertisement, radio/television script or tape, or
other communication of any type which is made available to shareholders under
circumstances reasonably calculated to result in the procurement, withholding,
or revocation of a proxy;
(15)
"shareholder" means one who is the holder of record of a share in the
corporation;
(16) "solicitation"
means
(A) a request to execute or not to
execute, or to revoke a proxy; or
(B) the distributing of a proxy or other
communication to shareholders under circumstances reasonably calculated to
result in the procurement, withholding, or revocation of a proxy;
(17) "electronic forum"
(A) means a forum that is created on and
accessible by means of the Internet, and that allows communication among
users;
(B) includes
(i) blogs or other websites that allow for
the posting of reader comments; and
(ii) websites for social networking, websites
for microblogging, and other forms of electronic communication through which
users create communities on the Internet to share information, ideas, personal
messages, videos, and similar content.
(18) "affiliate" has the meaning given in
AS
10.06.990;
(19) "control" has the meaning given in
AS
10.06.990;
(20) "minor offense" has the meaning given in
Rule 2 of the Alaska Rules of Minor Offense Procedure;
(21) "residence" means residence for purpose
of voting, as determined under
AS
15.05.020;
(22) "subsidiary" has the meaning given in
AS
10.06.990.
Notes
Authority:AS 45.55.138
AS 45.55.139
AS 45.55.160
AS 45.55.950
State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions to compare.
No prior version found.