Ga. Comp. R. & Regs. R. 120-2-7-.06 - Requirements as to Proxy
(1) The form of proxy:
(a) shall indicate in bold-face type whether
or not the proxy is solicited on behalf of the management,
(b) shall provide a specifically designated
blank space for dating the proxy and
(c) shall identify clearly and impartially
each matter or group of related matters intended to be acted upon, whether
proposed by the management, or securityholders. No reference need be made to
proposals as to which discretionary authority is conferred pursuant to
subsection (3) hereof.
(2)
(a)
Means shall be provided in the proxy for the person solicited to specify by
ballot a choice between approval or disapproval of each matter or group of
related matters referred to therein, 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-faced type how it is
intended to vote the shares or authorization represented by the proxy in each
such case.
(b) A form of proxy
which provides both for elections to office and for action on other specified
matters shall be prepared so as to clearly provide, by a box or otherwise,
means by which the securityholder may withhold authority to vote for elections
to office. Any such form of proxy which is executed by the securityholder in
such manner as not to withhold authority to vote for elections to office shall
be deemed to grant such authority, provided the form of proxy so states in
bold-faced type.
(3) A
proxy may confer discretionary authority with respect to other matters which
may come before the meeting, provided the persons on whose behalf the
solicitation is made are not aware a reasonable time prior to the time the
solicitation is made that any other matters are to be presented for action at
the meeting and provided further that a specific statement to that effect is
made in the proxy statement or in the form of proxy.
(4) No proxy shall confer authority:
(a) to vote for the election of any person to
any office for which a bona fide nominee is not named in the proxy statement,
or
(b) to vote 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 securityholders.
(5) The proxy statement or form of proxy
shall provide, subject to reasonable specified conditions, that the proxy will
be voted and that where the person solicited specifies by means of ballot
provided pursuant to subsection (2) hereof a choice with respect to any matter
to be acted upon, the vote will be in accordance with the specifications so
made.
(6) The information included
in the proxy statement or information statement shall be clearly presented and
the statements made shall be divided into groups according to subject matter,
with appropriate headings. All printed proxy statements or information
statements shall be clearly and legibly presented.
Notes
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