836-024-0031 Requirements as to Proxy (1) The form of proxy shall: (a) Indicate in bold-face type whether the proxy is solicited on behalf of the issuer’s board of directors, and if not, by whom it is solicited; (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 issuer or by security holders. (2) The form of proxy need not refer to proposals as to which discretionary authority is conferred pursuant to section (5) of this rule. (3) A proxy must provide means for the person solicited to specify by ballot a choice between approval or disapproval of, or abstention with respect to, each matter or group of related matters referred to in the proxy, other than elections to office. A proxy may confer discretionary authority with respect to matters as to which a choice is not so specified if the form of proxy states in bold-face type how it is intended to vote the shares represented by the proxy in each case. (4) A form of proxy that provides both for elections to office and for action on other specified matters must clearly provide means, by a box or otherwise, by which the security holder may withhold authority to vote for elections to office. A form of proxy that is executed by the security holder in a manner that does not withhold authority to vote for elections to office shall be considered a grant of such authority, if the form of proxy so states in boldface type. (5) A proxy may confer discretionary authority to vote with respect to any of the following matters: (a) Matters that, within a reasonable time before the solicitation, the persons making the solicitation do not know are to be presented at the meeting, if a specific statement to that effect is made in the proxy statement or form of proxy; (b) Approval of the minutes of the prior meeting if the approval does not amount to ratification of the action taken at that 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) Any proposal omitted from the proxy statement and the form of proxy pursuant to OAR 836-024-0039 and 836-024-0041; and (e) Matters incident to the conduct of the meeting. (6) A proxy may not confer authority to vote in either of the following instances: (a) For the election of any person to any office for which a bona fide nominee is not named in the proxy statement. A person is not a bona fide nominee and may not be named as such unless the person has consented to being named in the proxy statement and to serve if elected. (b) At any annual meeting other than the next annual meeting (or any adjournment thereof) to be held after the date on which the proxy statement and form of proxy are first sent or given to security holders. (7) The proxy statement or form of proxy shall provide, subject to reasonable specified conditions: (a) That the securities represented by the proxy will be voted; and (b) That when the person solicited has specified a choice, by means of ballot provided pursuant to section (3) of this rule, with respect to any matter to be acted upon, the vote will be in accordance with specifications so made. Statutory/Other Authority: ORS 731 & 732 Statutes/Other Implemented: ORS 732.415(4) History: ID 16-2006, f. & cert. ef. 8-7-06 IC 68, f. & ef. 6-22-76