Pennsylvania Code & Bulletin

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The Pennsylvania Code website reflects the Pennsylvania Code changes effective through 54 Pa.B. 2336 (April 27, 2024).

Pennsylvania Code



23.31.    Form of proxies.
23.32.    Means for voting proxy statements.
23.33.    Withholding voting authority on proxies.
23.34.    Conferring discretionary authority on other matters.
23.35.    Authority forbidden in proxies.
23.36.    Recording of specific votes.
23.37.    Presentation of materials in the statement.

§ 23.31. Form of proxies.

 (a)  Proxy forms shall indicate in bold-face type whether the proxy is solicited on behalf of the management, shall provide a specifically designated blank space for dating the proxy, and shall clearly and impartially identify each matter or group of related matters intended to be acted upon whether proposed by the management or the security holders.

 (b)  No reference need be made to proposals for which discretionary authority is conferred pursuant to §  23.34 (relating to conferring discretionary authority on other matters).

§ 23.32. Means for voting proxy statements.

 (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 in the proxy, other than elections to office.

 (b)  A proxy may confer discretionary authority with respect to matters as to which a choice is not 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.

Cross References

   This section cited in 31 Pa. Code §  23.36 (relating to recording of specific votes).

§ 23.33. Withholding voting authority on proxies.

 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 security holder may withhold authority to vote for elections to office. Any such form of proxy which is executed by the security holder in a manner so as not to withhold authority to vote for elections to office shall be deemed to grant that authority, provided the form of proxy so states in bold-face type.

§ 23.34. Conferring discretionary authority on other matters.

 A proxy may confer discretionary authority with respect to other matters which may come before the meeting if the persons on whose behalf the solicitation is made are not aware a reasonable time before the solicitation is made that any other matters are to be presented for action at the meeting, and if a specific statement to that effect is made in the proxy statement or in the form of proxy.

Cross References

   This section cited in 31 Pa. Code §  23.31 (relating to form of proxies).

§ 23.35.  Authority forbidden in proxies.

 No proxy shall confer authority in either of the following instances:

   (1)  A vote for the election of any person to any office for which a bona fide nominee is not named in the proxy statement.

   (2)  A vote at any annual meeting, other than the next annual meeting or an adjournment thereof, to be held after the date on which the proxy statement and the form of proxy are first sent or given to the security holders.

§ 23.36. Recording of specific votes.

 The proxy statement or form of proxy shall provide, subject to reasonable specified conditions, that the proxy shall be voted and that whenever the person solicited specifies, by means of the ballot provided under §  23.32 (relating to means for voting proxy statements), a choice with respect to any matter to be acted upon, the vote shall be recorded pursuant to the specifications so made.

§ 23.37. Presentation of materials in the statement.

 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.

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