§ 10-35-08 — Access to corporation's proxy statement

North Dakota § 10-35-08

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-35: Publicly Traded Corporations

Text

1. If a qualified shareholder provides notice of an intention to nominate one or more
candidates for election to the board of directors that satisfies both section 10-35-07
and this section, the publicly traded corporation must:
a. Include the name of each nominee and a statement not longer than five hundred
words without counting the information required under subdivisions a through e of
subsection 2 supplied by the qualified shareholder in support of each nominee in
the corporation's proxy statement; and
b. Make provision for a shareholder to vote on each nominee on the form of proxy
solicited on behalf of the corporation.
2. The publicly traded corporation may not require the notice from the qualified
shareholder to include more than:
a. The name of the person or the names of the members of the group;

b. A statement that the person or group satisfies the definition of a qualified
shareholder in subsection 8 of section 10-35-02 and reasonable evidence of the
required ownership of shares by the person or group;
c. A statement that the person or group does not have knowledge that the
candidacy or, if elected, board membership of any of its nominees would violate
controlling state or federal law or rules other than rules regarding director
independence of a national securities exchange or national securities association
applicable to the corporation;
d. The information regarding each nominee that is required to be included in the
corporation's proxy statement by the rules and regulations adopted by the
commission under the Exchange Act;
e. A statement from each nominee that the nominee consents to be named in the
corporation's proxy statement and form of proxy and, if elected, to serve on the
board of directors of the corporation, for inclusion in the corporation's proxy
statement; and
f. The supporting statement permitted by subdivision a of subsection 1.
3. If the qualified shareholder does not own at least five percent of the outstanding
shares of the publicly traded corporation entitled to vote generally for the election of
directors on the date of the meeting, the qualified shareholder is not entitled to
nominate the candidates named in the notice provided under subsection 1.