Nebraska Administrative Code › Topic - INSURANCE, DEPARTMENT OF › Title 210 - NEBRASKA DEPARTMENT OF INSURANCE › Chapter 9 - PROXIES, CONSENTS AND AUTHORIZATION OF DOMESTIC STOCK INSURERS › Section 210-9-009 - Proposals of shareholders

Current through June 17, 2024
009.01 If any
				shareholder 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 subsection 007.02 of section 007 can
				be made. A proposal so submitted with respect to an annual meeting more than
				sixty days in advance of a day corresponding to the first date on which
				management proxy soliciting material was released to shareholders 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.
009.02 If the management opposes the
				proposal, it shall also, at the request of the shareholder, 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.
009.03 Notwithstanding the foregoing, the
				management may omit a proposal and any statement in support thereof form its
				proxy statement and form of proxy under any of the following circumstances:
009.03A If the proposal as submitted is not a
				proper subject for action by shareholders under the laws of this
				state;
009.03B 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;
009.03C If the management has, at the
				shareholder'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 shareholder
				has failed, without good cause, to present the proposal, in person or by proxy,
				for action at the meeting; or
009.03D 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;
009.03E 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.