Wyoming Administrative Code › Agency 044 - Insurance Dept › Sub-Agency 0002 - General Agency, Board or Commission Rules › Chapter 6 - RULES › Section 6-8 - Proposals of Stockholders

Current through July 13, 2024
(a) 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 subsection b. of section six 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 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) 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)
				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:
(i) If
				the proposal as submitted is not a proper subject for action by stockholders
				under the laws of this state;
(ii)
				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;
(iii) 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; or
(iv)
				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.
(v) 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.