OAR 836-024-0039
Proposals of Security Holders

(1)

As used in this rule, “proponent” means a holder or holders of an issuer’s securities.

(2)

An issuer shall set forth a proposal for action in its proxy statement if the proponent notifies the issuer as provided in this section and if the proponent is entitled at the time of the notice to vote at least one percent of the votes entitled to be voted on the proposal. The proponent must notify the issuer in writing not less than 90 days before the issuer’s annual meeting of the proponent’s intention to present a proposal for action at an upcoming meeting of the issuer’s security holders. The issuer shall identify the proposal in the issuer’s form of proxy and provide for specifying approval or disapproval of the proposal. The proxy statement shall also include the name and address of the proponent.

(3)

If the issuer opposes a proposal received from a proponent, the issuer shall also include in its proxy statement, at the request of the proponent, a statement of the proponent not exceeding 200 words in support of the proposal.

(4)

The issuer may omit a proposal and any supporting statement from its proxy statement and form of proxy under any of the following circumstances:

(a)

The proponent has submitted more than one proposal in connection with a particular meeting.

(b)

The proposal is more than 300 words in length.

(c)

The proposal or the supporting statement is contrary to any provision of OAR 836-024-0003 (Statutory Authority; Purpose) to 836-024-0055 (Filing Requirements for Preliminary Solicitation Material).

(d)

The proposal relates to the enforcement of a personal claim or the redress of a personal grievance against the issuer, its management or any other person.

(e)

The proposal deals with a matter not significantly related to the issuer’s business, a matter beyond the issuer’s power to effectuate, a matter relating to the conduct of the ordinary business operations of the issuer or an election to office.

(f)

The proposal is counter to a proposal to be submitted by the issuer at the meeting, the proposal has been rendered moot or the proposal relates to specific amounts of cash or stock dividends.

(g)

The proposal is substantially duplicative of a proposal that was previously submitted to the issuer by another proponent and will be included in the management’s proxy material for the meeting.

(h)

Substantially the same proposal has previously been submitted to security holders in the issuer’s proxy statement and form of proxy relating to any annual or special meeting of security holders held within the preceding five years and received less than five percent of the total number of votes cast at the time of the proposal’s most recent submission.

(5)

If the issuer intends to omit a proposal from its proxy statement or forms of proxy or both, the issuer shall notify the proponent in writing of its intention at least ten days before the issuer’s preliminary proxy material is filed pursuant to OAR 836-024-0036 (Material Required to Be Filed).

Source: Rule 836-024-0039 — Proposals of Security Holders, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=836-024-0039.

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 836-024-0039’s source at or​.us