Utah Admin. Code R590-67-3 - Definitions

Terms used in this rule are defined in Section 31A-1-301. Additional terms are defined as follows:

(1) "Associate" means a relationship with:

(a) a corporation or organization, other than the issuer or a majority owned subsidiary of the issuer, of which the person is:

(i) an officer or partner; or

(ii) directly or indirectly the beneficial owner of 10% or more of any class of equity securities;

(b) a trust or other estate in which the person:

(i) has a substantial beneficial interest; or

(ii) serves as a trustee or in a similar fiduciary capacity; or

(c) a relative or spouse of the person, or any relative of the spouse, who has the same home as the person or who is a director or officer of the issuer or any of its parents or subsidiaries.

(2) "Beneficial owner" means a person who, directly or indirectly, through a contract, arrangement, understanding, relationship, or otherwise, has or shares:

(a) voting power, including the power to vote, or the power to direct voting of, a security; or

(b) investment power that includes the power to dispose of, or to direct the disposition of, a security.

(3) "Issuer" means the issuer of the security for which a proxy is solicited.

(4) "Last fiscal year" means the issuer's last fiscal year ending before the date of the meeting for which a proxy is solicited.

(5) "Officer" means a:

(a) president;

(b) secretary;

(c) treasurer;

(d) vice president in charge of a principal business function; or

(e) person who performs a similar policy-making function for an insurer.

(6) "Parent" means an affiliate controlling a person directly or indirectly through one or more intermediaries.

(7) "Proxy statement" means a statement required by Section R590-67-7, whether or not contained in a single document.

(8)

(a) "Solicitation" or "solicit" means:

(i) a request for a proxy, whether or not accompanied by or included in a proxy form;

(ii) a request to execute, to not execute, or to revoke, a proxy; or

(iii) furnishing a proxy form or other communication to a security holder under a circumstance reasonably calculated to result in the procurement, withholding, or revocation of a proxy.

(b) "Solicitation" or "solicit" does not mean:

(i) furnishing a proxy form to a security holder upon the unsolicited request of the security holder;

(ii) the performance by the issuer of an act required by Section R590-67-11; or

(iii) the performance by any person of a ministerial act on behalf of a person soliciting a proxy.

Notes

Utah Admin. Code R590-67-3

Adopted by Utah State Bulletin Number 2023-12, effective 6/9/2023