Illinois Administrative Code › Title 50 - INSURANCE › Part 203 - PROXIES, CONSENTS AND AUTHORIZATIONS OF DOMESTIC STOCK COMPANIES › Section 203.110 - Proposals From Security Holders

Current through Register Vol. 48, No. 28, July 12, 2024
a) If
			 any security holder entitled to vote at a meeting of the company submits to the
			 management of the company a proposal which is accompanied by notice of his
			 intention to present the proposal for action at the meeting a reasonable time
			 before the solicitation is made, the management must include the proposal in
			 its proxy statement, identify the proposal in its proxy and provide means by
			 which the choices allowed for in subsections (b) and (c) of Section
			 203.60
			 can be made. Such a proposal 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 security holders in
			 connection with the last annual meeting of the company is prima facie
			 considered to be submitted a reasonable time before the solicitation. But this
			 Section does not apply to elections to office.
b) If the management opposes the proposal, it
			 must also, at the request of the security holder, include in its proxy
			 statement the name and address of the proposer and a statement by that person
			 of not more than 100 words in support of the proposal. The statement and
			 request must be furnished to the management at the same time that the proposal
			 is furnished. Neither the management nor the company is responsible for the
			 statement.
c) 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 security holders under the laws of this State;
			 or
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 company or its management,
			 or primarily for the purpose of promoting general economic, political, racial,
			 religious, social or similar causes; or
3) If the management has, at the security
			 holder's request, included a proposal in its proxy statement and form of proxy
			 relating to either of the last 2 annual meetings or any special meeting held
			 subsequent to the earlier of those 2 annual meetings and the security holder
			 has failed, without good cause, to represent the proposal, in person or by
			 proxy, for action at the meeting; or
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 5 calendar
			 years, it may be omitted from the management's proxy material relating to any
			 meeting held within the 3 calendar years after the latest previous submission,
			 if the proposal received less than 5 per cent of the total number of votes cast
			 on the proposal at the time of its latest submission; or
5) If the proposal consists of a
			 recommendation or request that the management take action concerning a matter
			 relating to the conduct of the ordinary business operations of the
			 company.