N.Y. Comp. Codes R. & Regs. Tit. 11 § 10.11 - Proposals of stockholders

(a) Submission of proposals. If any stockholder entitled to vote at a meeting of the insurer shall, a reasonable time before the solicitation is made, submit to the management of the insurer a proposal which is accompanied by notice of his intention to present the proposal for action at the meeting, the management shall set forth the proposal in its proxy statement, identify the proposal in its proxy and provide means by which the specifications provided for by subdivision (b) of section 10.6 can be made. A proposal so submitted with respect to an annual meeting more than 60 days in advance of a day corresponding to the first date on which management proxy soliciting material was released to stockholders in connection with the last annual meeting of the insurer shall prima facie be deemed to have been submitted a reasonable time before the solicitation. This rule shall not apply, however, to elections to office.

(b) Objections by management. If the management opposes the proposal, it shall also, at the request of the stockholder, include in its proxy statement the name and address of the proposer and a statement by such person of not more than one hundred words in support of the proposal. The statement and request shall be furnished to the management at the same time that the proposal is furnished. Neither the management nor the insurer shall be responsible for such statement.

(c) Omission of proposals. Notwithstanding the foregoing, the management 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) if the proposal as submitted is not a proper subject for action by stockholders under the laws of this State;

(2) if it clearly appears that the proposal is submitted primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the insurer or its management, or primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes;

(3) if the management has, at the stockholder's request, included a proposal in its proxy statement and form of proxy relating to either of the last two annual meetings or any special meeting held subsequent to the earlier of such two annual meetings and such stockholder has failed, without good cause, to present the proposal, in person or by proxy, for action at the meeting;

(4) if substantially the same proposal has previously been submitted in the management's proxy statement and form of proxy relating to any annual or special meeting held within the preceding five calendar years, it may be omitted from the management's proxy material relating to any meeting held within the three calendar years after the latest such previous submission, provided that the proposal received less than five per cent of the total number of votes cast in regard thereto at the time of its latest submission; or

(5) if the proposal consists of a recommendation or request that the management take action with respect to a matter relating to the conduct of the ordinary business operations of the insurer.

(d) Filing omitted proposals with department. Whenever the management asserts that a proposal and any statement in support thereof may properly be omitted from its proxy statement and form of proxy, it shall file with the department, not later than 20 days prior to the date the preliminary copies of the proxy statement and form of proxy are filed pursuant to subdivision (a) of section 10.7, or such shorter period prior to such date as the department may permit, a copy of the proposal and any statement in support thereof as received from the stockholder, together with a statement of the reasons why the management deems such omission to be proper and, where such reasons are based on matters of law, a supporting opinion of counsel. The management shall at the same time, if it has not already done so, notify the stockholder submitting the proposal of its intention to omit the proposal from its proxy statement and form of proxy and shall forward to him a copy of the statement of the reasons why the management deems the omission of the proposal to be proper and a copy of such supporting opinion of counsel.

Notes

N.Y. Comp. Codes R. & Regs. Tit. 11 § 10.11