SB 301: "An Act amending the Alaska Corporations Code as it relates to delivery of annual reports, notice of shareholders' meetings, proxy statements, and other information to shareholders, and providing for electronic proxy voting."
00 SENATE BILL NO. 301 01 "An Act amending the Alaska Corporations Code as it relates to delivery of annual 02 reports, notice of shareholders' meetings, proxy statements, and other information to 03 shareholders, and providing for electronic proxy voting." 04 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 05 * Section 1. AS 10.06.410 is amended to read: 06 Sec. 10.06.410. Notice of shareholders' meetings. Written or printed notice 07 stating the place, day, and hour of the meeting and, in the case of a special meeting, 08 the purpose for which the meeting is called [,] shall be delivered not less than 20 or 09 more than 60 days before the date of the meeting, either personally, [OR] by mail, or 10 by electronic transmission under (b) of this section, by or at the direction of the 11 president, the secretary, the officer, or persons calling the meeting, to each shareholder 12 of record entitled to vote at the meeting. If mailed, the notice is considered delivered 13 when deposited with postage prepaid in the United States mail addressed to the 14 shareholder at the address of the shareholder as it appears on the stock transfer books
01 of the corporation, or, if the shareholder has filed with the secretary of the corporation 02 a written request that notice be mailed to a different address, addressed to the 03 shareholder at the new address. An affidavit of the secretary or other person giving 04 the notice or of a transfer agent of the corporation that the notice required by this 05 section has been given [,] is prima facie evidence of the facts stated in the affidavit. 06 * Sec. 2. AS 10.06.410 is amended by adding a new subsection to read: 07 (b) Notice under (a) of this section may be given by electronic transmission if 08 the shareholder authorizes delivery by electronic transmission. Authorization must be 09 in the form of a writing signed by the shareholder or an electronic transmission that 10 sets out or is submitted with information demonstrating that the shareholder authorized 11 the electronic transmission. An affidavit of the secretary or an assistant secretary or of 12 the transfer agent or other agent of the corporation that the notice has been given by a 13 form of electronic transmission shall, in the absence of fraud, be prima facie evidence 14 of the facts stated in the affidavit. Notice by electronic transmission shall be 15 considered given 16 (1) by facsimile telecommunication when directed to a number at 17 which the shareholder has consented to receive notice; 18 (2) by electronic mail when directed to an electronic mail address at 19 which the shareholder has consented to receive notice; 20 (3) by a posting on an electronic network together with a separate 21 notice of the specific posting to the shareholder on the later of 22 (A) the posting; or 23 (B) the giving of separate notice; or 24 (4) by any other form of electronic transmission when directed to the 25 shareholder. 26 * Sec. 3. AS 10.06 is amended by adding a new section to read: 27 Sec. 10.06.411. Delivery of information to shareholders. (a) A corporation 28 shall be considered to have delivered an annual report, proxy statement, or other 29 information to shareholders of record who share an address if the corporation delivers 30 an annual report, proxy statement, or other information to the shared address; the 31 corporation addresses the annual report, proxy statement, or other information to the
01 shareholders as a group (for example, "ABC Corporation Shareholders," "Jane Doe 02 and Household," or "the Smith Family") or to each of the shareholders individually 03 (for example, "John Doe and Richard Jones"); and 04 (1) each shareholder consents in writing to delivery of one copy of the 05 annual report, proxy statement, or other information to the shareholder's shared 06 address, and the corporation has notified each shareholder of the duration of that 07 shareholder's consent, explained how the shareholder can revoke the consent, and 08 explained that the corporation will begin sending an individual copy of the annual 09 report, proxy statement, or other information to the shareholder within 30 days after 10 revocation of the shareholder's consent; or 11 (2) all of the following conditions are met: 12 (A) the shareholder has the same last name as the other 13 shareholders at the shared address or the corporation reasonably believes that 14 the shareholders are members of the same family; 15 (B) the corporation has sent the shareholder a notice at least 60 16 days before the corporation begins to rely on this section concerning delivery 17 of annual reports, proxy statements, or other information to that shareholder; 18 the notice must 19 (i) state that only one copy of the annual report, proxy 20 statement, or other information will be delivered to the shared address 21 unless the corporation receives contrary instructions from the 22 shareholder; 23 (ii) include a toll-free telephone number or be 24 accompanied by a reply form that is pre-addressed with postage 25 provided that the shareholder can use to notify the corporation that the 26 shareholder wishes to receive a separate copy of the annual report, 27 proxy statement, or other information; 28 (iii) state that the corporation will begin sending 29 individual copies to a shareholder within 30 days after the shareholder 30 notifies the corporation that the shareholder wishes to receive a 31 separate copy of the annual report, proxy statement, or other
01 information; and 02 (iv) include the following statement or a similar clear 03 and understandable statement in boldface type within the text of the 04 notice or on the envelope containing the notice, or, in the case of a 05 notice mailed with other shareholder communications, both within the 06 text of the notice and on the envelope containing the notice: "Important 07 Notice Regarding Delivery of Shareholder Documents"; 08 (C) the corporation has not received notice from the 09 shareholder indicating that the shareholder wishes to continue to receive an 10 individual copy of the annual report, proxy statement, or other information; 11 and 12 (D) the corporation delivers the annual report, proxy statement, 13 or other information to a post office box or to a residential street address; the 14 corporation may assume a street address is a residential street address unless 15 the corporation has information that indicates that the address is a business 16 address. 17 (b) If a shareholder revokes consent to delivery of one copy of the annual 18 report, proxy statement, or other information to a shared address or notifies the 19 corporation that the shareholder wishes to receive an individual copy of the annual 20 report, proxy statement, or other information, the corporation shall begin sending 21 individual copies to that shareholder within 30 days after the corporation receives the 22 revocation of consent or notice. 23 (c) A corporation is not required to send notice of a shareholders' meeting, an 24 annual report, or a proxy statement to a shareholder until the shareholder provides the 25 corporation with written notice of the shareholder's current address if materials set out 26 in (1) or (2) of this subsection have been sent by first class mail during the 27 immediately preceding 12 months to the shareholder's address and have been returned 28 as undeliverable: 29 (1) an annual report and proxy statements for two consecutive annual 30 shareholders' meetings; or 31 (2) at least two payments of dividends or interest on securities or
01 dividend reinvestment confirmations. 02 (d) For purposes of (a) of this section, "address" means a street address, a post 03 office box number, an electronic mail address, a facsimile telephone number, or 04 another similar destination to which paper or electronic documents are delivered, 05 unless otherwise provided in this section. If the corporation has reason to believe that 06 the address is a street address of a multi-unit building, the address must include the 07 unit number. 08 * Sec. 4. AS 10.06.420(c) is amended to read: 09 (c) A shareholder may vote [EITHER] in person, [OR] by proxy executed in 10 writing by the shareholder or by the authorized attorney-in-fact of the shareholder, or 11 by proxy executed by electronic transmission by the shareholder or by the 12 authorized attorney-in-fact of the shareholder. A proxy executed by electronic 13 transmission must 14 (1) be directed to the person who will be the holder of the proxy or 15 to a proxy solicitation firm, proxy support service organization, or similar agent 16 that is authorized by the person who will be the holder of the proxy to receive the 17 transmission; and 18 (2) include information that demonstrates that the shareholder 19 authorized the transmission. 20 * Sec. 5. AS 10.06.421 is amended by adding a new subsection to read: 21 (g) In this section, "signed," as it relates to proxy appointments only, means 22 bearing the signature or authorization described in AS 10.06.420(c). 23 * Sec. 6. AS 10.06.433 is amended by adding a new subsection to read: 24 (h) A corporation may deliver the annual report required under (a) of this 25 section 26 (1) by mail; 27 (2) in person; 28 (3) by a posting on an electronic network together with a separate 29 notice of the specific posting to the shareholder; or 30 (4) by electronic transmission if the corporation has received a writing 31 or electronic transmission, including information demonstrating that the electronic
01 transmission was authorized by the shareholder, from the shareholder authorizing 02 delivery of annual reports by electronic transmission. 03 * Sec. 7. AS 10.06.990(33) is amended to read: 04 (33) "proxy" means a written authorization or an electronic 05 transmission signed by a shareholder or the shareholder's attorney-in-fact giving 06 another person power to vote with respect to the shares of the shareholder; "signed" 07 for the purpose of this paragraph, means the placing of the shareholder's name on the 08 proxy by manual signature by the shareholder or the shareholder's attorney-in-fact; 09 * Sec. 8. AS 10.06.990 is amended by adding a new paragraph to read: 10 (49) "electronic transmission" means any form of communication, not 11 directly involving the physical transmission of paper, that creates a record that may be 12 retained, retrieved, and reviewed by a recipient of the communication and that may be 13 directly reproduced in paper form by a recipient through an automated process.