Haw. Code R. § 16-1-6 - Requirements as to proxy
(a) The form of
proxy shall:
(1) Indicate in bold-face type
whether or not the proxy is solicited on behalf of the management;
(2) Provide a specifically designated blank
space for dating the proxy; and
(3)
Identify clearly and impartially each matter or group of related matters
intended to be acted upon, whether proposed by the management, or stockholders.
No reference need be made to proposals as to which discretionary authority is
conferred pursuant to subsection (c).
(b) 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-face type how it is intended to vote the shares or
authorization represented by the proxy in each case.
(c) 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 that a
specific statement to that effect is made in the proxy statement or in the form
of proxy.
(d) No proxy shall confer
authority to:
(1) Vote for the election of
any person to office for which a bona fide nominee is not named in the proxy
statement; or
(2) 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 stockholders.
(e) 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 (b) a choice with respect to any matter to be
acted upon, the vote will be in accordance with the specification so
made.
(f) The information included
in the proxy statement shall be clearly presented and the statement made shall
be divided into groups according to subject matter, with appropriate headings.
All printed proxy statements shall be clearly and legibly presented.
Notes
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