New York Codes, Rules and Regulations › Title 11 - INSURANCE › Chapter I - GENERAL PROVISIONS › Part 10 - Proxies, Consents And Authorizations Of Domestic Stock Insurers › Section 10.11 - Proposals of stockholders

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
				Submission of proposals. If any stockholder 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
				subdivision (b) of section
				10.6  can
				be made. A proposal so 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 stockholders 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.
(b) Objections by management. If the
				management opposes the proposal, it shall also, at the request of the
				stockholder, 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.
(c) Omission of proposals. Notwithstanding
				the foregoing, the 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 stockholders under the laws of
				this State;
(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 insurer or its
				management, or primarily for the purpose of promoting general economic,
				political, racial, religious, social or similar causes;
(3) if the management has, at the
				stockholder'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 stockholder
				has failed, without good cause, to present the proposal, in person or by proxy,
				for action at the meeting;
(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 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;
				or
(5) 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.