Shareholder Proposals

Question 1

A _________ is a shareholder recommendation that the company or the board take action, which the shareholder intends to present at the annual meeting. The shareholder proposal must state as clearly as possible the course of action desired. If a proposal is placed on the proxy card, the company must provide the choices of approval, disapproval, or abstention.

Answer 1

proposal

Question 2

A proposal is a ________ ___________ that the company or the board take action, which the shareholder intends to present at the annual meeting. The shareholder proposal must state as clearly as possible the course of action desired. If a proposal is placed on the proxy card, the company must provide the choices of approval, disapproval, or abstention.

Answer 2

shareholder recommendation

Question 3

A proposal is a shareholder recommendation that the _______ or the _______ take action, which the shareholder intends to present at the annual meeting. The shareholder proposal must state as clearly as possible the course of action desired. If a proposal is placed on the proxy card, the company must provide the choices of approval, disapproval, or abstention.

Answer 3

company

board

Question 4

A proposal is a shareholder recommendation that the company or the board ______ ______, which the shareholder intends to present at the annual meeting. The shareholder proposal must state as clearly as possible the course of action desired. If a proposal is placed on the proxy card, the company must provide the choices of approval, disapproval, or abstention.

Answer 4

take action

Question 5

A proposal is a shareholder recommendation that the company or the board take action, which the ________ intends to present at the annual meeting. The shareholder proposal must state as clearly as possible the course of action desired. If a proposal is placed on the proxy card, the company must provide the choices of approval, disapproval, or abstention.

Answer 5

shareholder

Question 6

A proposal is a shareholder recommendation that the company or the board take action, which the shareholder intends to present at the ______ ________. The shareholder proposal must state as clearly as possible the course of action desired. If a proposal is placed on the proxy card, the company must provide the choices of approval, disapproval, or abstention.

Answer 6

annual meeting

Question 7

A proposal is a shareholder recommendation that the company or the board take action, which the shareholder intends to present at the annual meeting. The _______ ________ must state as clearly as possible the course of action desired. If a proposal is placed on the proxy card, the company must provide the choices of approval, disapproval, or abstention.

Answer 7

shareholder proposal

Question 8

A proposal is a shareholder recommendation that the company or the board take action, which the shareholder intends to present at the annual meeting. The shareholder proposal ____ ______ as clearly as possible the course of action desired. If a proposal is placed on the proxy card, the company must provide the choices of approval, disapproval, or abstention.

Answer 8

must state

Question 9

A proposal is a shareholder recommendation that the company or the board take action, which the shareholder intends to present at the annual meeting. The shareholder proposal must state as _______ ____ _______ the course of action desired. If a proposal is placed on the proxy card, the company must provide the choices of approval, disapproval, or abstention.

Answer 9

clearly as possible

Question 10

A proposal is a shareholder recommendation that the company or the board take action, which the shareholder intends to present at the annual meeting. The shareholder proposal must state as clearly as possible the ______ ___ ______ desired. If a proposal is placed on the proxy card, the company must provide the choices of approval, disapproval, or abstention.

Answer 10

course of action

Question 11

A proposal is a shareholder recommendation that the company or the board take action, which the shareholder intends to present at the annual meeting. The shareholder proposal must state as clearly as possible the course of action desired. If a _______ is placed on the proxy card, the company must provide the choices of approval, disapproval, or abstention.

Answer 11

proposal

Question 12

A proposal is a shareholder recommendation that the company or the board take action, which the shareholder intends to present at the annual meeting. The shareholder proposal must state as clearly as possible the course of action desired. If a proposal is placed on the ______ ______, the company must provide the choices of approval, disapproval, or abstention.

Answer 12

proxy card

Question 13

A proposal is a shareholder recommendation that the company or the board take action, which the shareholder intends to present at the annual meeting. The shareholder proposal must state as clearly as possible the course of action desired. If a proposal is placed on the proxy card, the ________ must provide the choices of approval, disapproval, or abstention.

Answer 13

company

Question 14

A proposal is a shareholder recommendation that the company or the board take action, which the shareholder intends to present at the annual meeting. The shareholder proposal must state as clearly as possible the course of action desired. If a proposal is placed on the proxy card, the company must provide the choices of _______, ________, or ________.

Answer 14

approval
disapproval
abstention

Question 15

What is a proposal?

Answer 15

A proposal is a shareholder recommendation that the company or the board take action, which the shareholder intends to present at the annual meeting. The shareholder proposal must state as clearly as possible the course of action desired. If a proposal is placed on the proxy card, the company must provide the choices of approval, disapproval, or abstention.

Question 16

Who may submit a proposal?

Answer 16

Any shareholder who has continuously held at least $2,000.00 in market value, or 1%, of the company’s securities for at least one year may submit a proposal

Question 17

Any _________ who has continuously held at least $2,0000.00 in market value, or 1% of the company’s securities for at least one year may submit a proposal.

Answer 17

shareholder

Question 18

Any shareholder who has _________ held at least $2,0000.00 in market value, or 1% of the company’s securities for at least one year may submit a proposal.

Answer 18

continuously

Question 19

Any shareholder who has continuously held at least __________ in market value, or 1% of the company’s securities for at least one year may submit a proposal.

Answer 19

$2,0000.00

Question 20

Any shareholder who has continuously held at least $2,000.00 in _______ ______, or 1% of the company’s securities for at least one year may submit a proposal.

Answer 20

market value

Question 21

How many proposals may a shareholder submit?

Answer 21

A shareholder may submit ONE proposal per annual Meeting.

Question 22

How long can a proposal (and any supporting statement) be?

Answer 22

A shareholder proposal and any supporting statement can be no longer than 500 words.

Question 23

What is the deadline for submitting a proposal?

Answer 23

The deadline for submitting a proposal is usually stated in the previous year’s proxy statement or quarterly reports. The proposal must be received at least 120 days before the date of release of the proxy statement.

Question 24

The deadline for submitting a proposal is usually stated in the previous year’s ______ ______ or ______ _______. The proposal must be received at least 120 days before the date of release of the proxy statement.

Answer 24

proxy statement
quarterly reports

Question 25

The deadline for submitting a proposal is usually stated in the previous year’s proxy statement or quarterly reports. The proposal must be received at least ______ ____ before the date of release of the proxy statement.

Answer 25

120 days

Question 26

Must the Company include my proposal in the proxy statement?

Answer 26

The company must include the proposal in the proxy statement unless there is a basis to exclude it. (1) Eligibility, (2) Form. The Board of Directors has the burden to show that the proposal is properly excludable.

Question 27

** Shareholder has burden – once they comply then the burden shifts to the corporation to do something else. Once the corporation does that the court will look at both things to determine whether the burdens were met properly. !!

Answer 27

!!

Question 28

Basis for Exclusion Include: 1. ? 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13.

Answer 28

1. Improper under state law

Question 29

Basis for Exclusion Include: 1. 2. ? 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13.

Answer 29

2. Violation of law

Question 30

Basis for Exclusion Include: 1. 2. 3. ? 4. 5. 6. 7. 8. 9. 10. 11. 12. 13.

Answer 30

3. Violation of proxy rules (re. false or misleading information

Question 31

Basis for Exclusion Include: 1. 2. 3. 4. ? 5. 6. 7. 8. 9. 10. 11. 12. 13.

Answer 31

4. Personal grievances or special interest

Question 32

Basis for Exclusion Include: 1. 2. 3. 4. 5. ? 6. 7. 8. 9. 10. 11. 12. 13.

Answer 32

5. Relevance (relates to operations which account for less than 5% of earnings)

Question 33

Basis for Exclusion Include: 1. 2. 3. 4. 5. 6. ? 7. 8. 9. 10. 11. 12. 13.

Answer 33

6. Absence of power or authority

Question 34

Basis for Exclusion Include: 1. 2. 3. 4. 5. 6. 7. ? 8. 9. 10. 11. 12. 13.

Answer 34

7. Management functions

Question 35

Basis for Exclusion Include: 1. 2. 3. 4. 5. 6. 7. 8. ? 9. 10. 11. 12. 13.

Answer 35

8. Director elections

Question 36

Basis for Exclusion Include: 1. 2. 3. 4. 5. 6. 7. 8. 9. ? 10. 11. 12. 13.

Answer 36

9. conflicts with the company's proposal

Question 37

Basis for Exclusion Include: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. ? 11. 12. 13.

Answer 37

10. Substantially implemented

Question 38

Basis for Exclusion Include: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. ? 12. 13.

Answer 38

11. Duplication

Question 39

Basis for Exclusion Include: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. ? 13.

Answer 39

12. Resubmissions

Question 40

Basis for Exclusion Include: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. ?

Answer 40

13. Specific Amounts of Dividends

Question 41

What if the Company excludes the proposal?

Answer 41

If the company excludes the proposal, it must file its reasons with the SEC at least 80 calendar days before filing the proxy materials. It must include (1) A statement of the reason for exclusion and (2) a supporting opinion of counsel, when such reason for exclusion is based on matters of law.

Question 42

If the company excludes the proposal, it must file its reasons with the SEC at least ____ calendar days before filing the proxy materials. It must include (1) A statement of the reason for exclusion and (2) a supporting opinion of counsel, when such reason for exclusion is based on matters of law.

Answer 42

80

Question 43

If the company excludes the proposal, it must file its reasons with the SEC at least 80 calendar days before filing the proxy materials. It must include (1) ____________________ and (2) a supporting opinion of counsel, when such reason for exclusion is based on matters of law.

Answer 43

A statement of the reason for exclusion

Question 44

If the company excludes the proposal, it must file its reasons with the SEC at least 80 calendar days before filing the proxy materials. It must include (1) A statement of the reason for exclusion and (2) _____________________________________________

Answer 44

a supporting opinion of counsel, when such reason for exclusion is based on matters of law.

Question 45

What if the Company excludes the proposal? The company must provide a copy to the shareholder. The shareholder may respond and the Securities and Exchange Commission (SEC) will either issue a ___ _____ ___OR require the Corporation to include the proposal.

Answer 45

no action letter

Question 46

What if the Company excludes the proposal? The company must provide a copy to the shareholder. The shareholder may respond and the Securities and Exchange Commission (SEC) will either issue a no action letter OR ______________________.

Answer 46

require the corporation to include the proposal

Question 47

Can the Company include a statement in opposition to my proposal in the proxy?

Answer 47

The company can include a statement in opposition to the proposal in the proxy, but it must give the shareholder a copy of the statement first. If the shareholder believes that the company’s statement in response is false or misleading, the shareholder may submit a letter to the SEC detailing why the statement is false or misleading.