Utah Admin. Code R590-67-8 - Proxy Requirements

(1) A proxy form shall:

(a) indicate, in boldface type, whether a proxy is solicited on behalf of the insurer's board of directors and, if not, by whom it is solicited;

(b) provide a specifically designated blank space for dating the proxy; and

(c) clearly and impartially identify each matter or group of related matters to be acted upon, whether proposed by the insurer or by a security holder.

(2) A process affording the solicited person an opportunity to specify by ballot a choice between approval, disapproval, or abstention with respect to each matter to be acted upon, other than officer elections, shall be provided in a proxy form.

(a) A proxy may confer discretionary authority regarding matters where a choice is not specified provided the proxy states, in boldface type, how it intends to vote the shares represented by the proxy in each case.

(b) A proxy that provides both for the election of directors and for action on other specified matters shall be prepared clearly to provide, by a box or otherwise, a process by which the security holder may withhold authority to vote for any nominee as a director.

(c) The executed proxy by the security holder to grant authority to vote for the election of all nominees grants authority for all nominees for which a vote is not withheld, provided the proxy so states in boldface type.

(3) A proxy may confer discretionary authority to vote with respect to the following:

(a) a matter that the person making the solicitation does not know, a reasonable time before the solicitation, will be presented at the meeting, if a specific statement to that effect is made in the proxy statement or proxy form;

(b) approval of the minutes of the prior meeting if the approval does not amount to ratification of the action taken at the meeting;

(c) the election of any person to any office for which a bona fide nominee is named in the proxy statement and the nominee is unable to serve or for good cause will not serve;

(d) a proposal omitted from the proxy statement and proxy form pursuant to Section R590-67-12; or

(e) a matter incident to the conduct of the meeting.

(4) A reference to a proposal where discretionary authority is given under Subsection (3) is not required.

(5)

(a) A proxy may not confer authority to vote for the election of any person to an office for which a bona fide nominee is not named in the proxy statement, or to vote at an annual meeting, other than the next annual meeting, to be held after the date the proxy statement and proxy form are first sent or given to security holders.

(b) A person is not a bona fide nominee and may not be named as such unless the person consents to being named in the proxy statement and to serve if elected.

(6) A proxy statement or proxy form shall provide, subject to reasonable specified conditions, that the securities represented by the proxy will be voted and that where the person solicited specifies, by means of a ballot provided pursuant to Subsection (2), a choice with respect to any matter to be acted upon, the securities will be voted in accordance with the specifications made.

Notes

Utah Admin. Code R590-67-8

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