SENATE, No. 2239

STATE OF NEW JERSEY

217th LEGISLATURE

INTRODUCED MAY 23, 2016

 


 

Sponsored by:

Senator† PATRICK J. DIEGNAN, JR.

District 18 (Middlesex)

Assemblywoman† NANCY J. PINKIN

District 18 (Middlesex)

Assemblyman† TROY SINGLETON

District 7 (Burlington)

 

 

 

 

SYNOPSIS

†††† Allows certain materials to be included in corporationís proxy solicitation materials.

 

CURRENT VERSION OF TEXT

†††† As introduced.

 


An Act concerning corporation proxy solicitation materials and supplementing chapter 5 of Title 14A of the New Jersey Statutes.

 

†††† Be It Enacted by the Senate and General Assembly of the State of New Jersey:

 

†††† 1.††† A corporation may establish, in its bylaws, procedures or conditions under which materials with respect to shareholder-nominated individuals will be included in a corporation's proxy solicitation materials, including the form of proxy, for an upcoming election of directors.† Those procedures or conditions may include, but shall not be limited to, the following:

†††† (1)†† A condition requiring a minimum level of beneficial ownership of shares of the corporation's voting stock by the nominating shareholder or a minimum duration of ownership of those shares;

†††† (2)†† Conditions limiting nominations of directors who have been previously nominated to the board;

†††† (3)†† A provision limiting the number of shareholder-nominated directors for each shareholder meeting at which directors are to be elected;

†††† (4)†† Procedures requiring the nominating shareholder to submit specified information concerning the shareholder and the shareholder's nominees, including information concerning ownership by those persons of shares of the corporation's capital stock;

†††† (5)†† A provision limiting nominations to shareholders, or any affiliate of those shareholders, who have not, and whose nominee has not, within a specified time period, publicly proposed to acquire shares constituting a specified percentage of the voting power of the corporation's outstanding voting stock; and

†††† (6)†† A provision requiring that the nominating shareholder undertake to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating shareholder in connection with a nomination.

 

†††† 2.††† This act shall take effect immediately.

 

 

STATEMENT

 

†††† This bill allows a corporation to establish, in its bylaws, procedures or conditions under which materials with respect to shareholder-nominated individuals will be included in a corporation's proxy solicitation materials.

†††† As an example, the bill provides the following six procedures or conditions that a corporation may establish:

†††† (1)†† A condition requiring a minimum level of beneficial ownership of shares of the corporation's voting stock by the nominating shareholder or a minimum duration of ownership of those shares;

†††† (2)†† Conditions limiting nominations of directors who have been previously nominated to the board;

†††† (3)†† A provision limiting the number of shareholder-nominated directors for each shareholder meeting at which directors are to be elected;

†††† (4)†† Procedures requiring the nominating shareholder to submit specified information concerning the shareholder and the shareholder's nominees, including information concerning ownership by those persons of shares of the corporation's capital stock;

†††† (5)†† A provision limiting nominations to shareholders who have not, and whose nominee, or any affiliate of those shareholders has not, within a specified time period, publicly proposed to acquire shares constituting a specified percentage of the voting power of the corporation's outstanding voting stock; and

†††† (6)†† A provision requiring that the nominating shareholder undertake to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating shareholder in connection with a nomination.