OAR 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 (Proposals of Security Holders) and 836-024-0041 (False or Misleading Statements); 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.

Source: Rule 836-024-0031 — Requirements as to Proxy, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=836-024-0031.

836–024–0003
Statutory Authority 836–024–0004
Application of OAR 836-024-0003 to 836-024-0055 836–024–0006
Definitions 836–024–0008
Solicitations to which OAR 836-024-0003 to 836-024-0055 Apply 836–024–0026
Information to Be Furnished to Security Holders 836–024–0031
Requirements as to Proxy 836–024–0033
Presentation of Information in Proxy Statement 836–024–0036
Material Required to Be Filed 836–024–0038
Mailing Communications for Security Holders 836–024–0039
Proposals of Security Holders 836–024–0041
False or Misleading Statements 836–024–0046
Prohibition of Certain Solicitations 836–024–0051
Special Provisions Applicable to Election Contests 836–024–0053
Filings Required in an Election Contest 836–024–0054
Counter Solicitations Prior to Furnishing Required Written Proxy Statement 836–024–0055
Filing Requirements for Preliminary Solicitation Material 836–024–0100
Statutory authority 836–024–0105
Definitions 836–024–0110
Securities “Held of Record” for Purpose of ORS 732.425 836–024–0115
Filing of Statements 836–024–0120
Ownership of more than 10 percent of an equity security 836–024–0125
Disclaimer of Beneficial Ownership 836–024–0130
Exemptions from ORS 732.430 and 732.435 836–024–0135
Exemptions from ORS 732.420 to 732.455 of Securities Purchased or Sold by Odd-lot Dealers 836–024–0140
Certain Transactions Subject to ORS 732.430 836–024–0145
Ownership of Securities Held in Trust 836–024–0150
Exemption for Small Transactions 836–024–0155
Exemption from ORS 732.435 That Need not be Reported Under ORS 732.430 836–024–0160
Exemption from ORS 732.435 of Certain Transactions Effected in Connection with a Distribution 836–024–0165
Exemption from ORS 732.435 of Acquisitions of Shares of Stock and Stock Options under Certain Stock Bonus, Stock Option or Similar plans 836–024–0170
Exemption from ORS 732.435 of Certain Transactions in Which Securities are Received by Redeeming other Securities 836–024–0175
Exemption of long Term Profits Incident to Sales Within Six Months of the Exercise of an Option 836–024–0180
Exemption from ORS 732.435 of Certain Acquisitions and Dispositions of Securities Pursuant to Merger or Consolidation 836–024–0185
Exemption from ORS 732.435 of Transactions Involving the Deposit or Withdrawal of Equity Securities Under a Voting Trust or Deposit Agreement 836–024–0190
Exemption from ORS 732.435 of Certain Transactions Involving the Conversion of Equity Securities 836–024–0200
Exemption from ORS 732.435 of Certain Transactions Involving the Sale of Subscription Rights 836–024–0205
Exemption of Certain Securities from ORS 732.440 836–024–0210
Exemption from ORS 732.440 of Certain Transactions Effected in Connection with a Distribution 836–024–0215
Exemption from ORS 732.440 of Sales of Securities to be Acquired 836–024–0220
Arbitrage Transactions under ORS 732.450
Last Updated

Jun. 8, 2021

Rule 836-024-0031’s source at or​.us