{"data":{"id":"us-ky/krs-367.367","jurisdiction":"us-ky","citation":"KRS 367.367","heading":"Definitions for KRS 367.367 to 367.369.","body":"As used in KRS 367.367 to 367.369:\n(1) \"Company\" means a publicly traded for -profit corporation, limited liability\ncompany, partnership, or other business entity that is doing business in this state as\ndefined in KRS 141.010(13);\n(2) \"Company proposal\" means a proposal made by a company that is  included in the\ncompany's proxy statement, including a proposal regarding director nominations or\nelections, executive compensation, corporate transactions and structure, auditor\nselection, or similar measures;\n(3) \"Default recommendation or policy\" means  a system, set of rules, principles, or\nguidelines designed to assist with voting decisions on any company proposal or\nproxy proposal;\n(4) \"Economic analysis\" means a written analysis of the economic impact of a\nshareholder-sponsored proposal, which shall include, at a minimum:\n(a) The subject matter of the shareholder-sponsored proposal;\n(b) Whether the board of directors of the issuer of securities opposes the\nshareholder-sponsored proposal and the stated reasons for the opposition;\n(c) Whether the shareholder-sponsored proposal is consistent with the investment\npolicy of the shareholder receiving the advice;\n(d) The economic benefits and costs of implementing the shareholder -sponsored\nproposal, as written, in the long and short term;\n(e) The quantifiable impact of the shareholder -sponsored proposal, as written, on\nthe investment returns of the shareholder receiving the advice; and\n(f) An explanation of the modeling, procedures, and processes used to complete\nthe economic analysis;\n(5) A \"material connection\" is established if there is a substantial likelihood that a\nreasonable investor would consider it important in determining the fina ncial risk or\nthe financial return of an investment;\n(6) \"Materially different advice,\" with respect to advice or a recommendation on how\nto vote on a company proposal or shareholder -sponsored proposal, means\nsimultaneously advising or recommending that one (1) or more clients vote for:\n(a) The proposal and one (1) or more clients vote against the proposal;\n(b) A nominee for a company's governing authority and one (1) or more clients\nvote against or abstain from voting for the same nominee; or\n(c) Or against the proposal in opposition to the recommendation of the company's\nmanagement;\n(7) \"Nonpecuniary interest\" includes but is not limited to an environmental, social,\npolitical, or ideological interest which does not have a direct and material\nconnection to the financial risk or financial return of an investment;\n(8) \"Pecuniary factor\" means a consideration having a direct and material connection to\nthe financial risk or financial return of an investment;\n(9) \"Proxy advisor\":\n(a) Means any person who is enga ged in the business of providing advice,\nresearch, analysis, ratings, or recommendations specifically with respect to\nproxy voting for compensation; and\n(b) Does not include an \"investment advisor\" under the federal Investment\nAdvisers Act of 1940, 15 U.S. C. sec. 80b -2, except when engaged in the\nbusiness of providing proxy advisory service to a third party for\ncompensation;\n(10) \"Proxy advisory service\" means any of the following services that are provided in\nconnection with or in relation to a company:\n(a) Advice or recommendations on how to vote on a shareholder -sponsored\nproposal or company proposal;\n(b) Proxy statement research and analysis regarding a shareholder -sponsored\nproposal or company proposal;\n(c) A rating or research regarding corporate governance; or\n(d) Development of proxy voting recommendations or policies, including\nestablishing default recommendations or policies;\n(11) \"Shareholder\" includes a shareholder, unitholder, limited partner, or other equity\nowner of a company;\n(12) \"Shareholder-sponsored proposal\" means a proposal by a shareholder included in\nthe proxy statement of an issuer of securities pursuant to 17 C.F.R. sec. 240.14a -8;\nand\n(13) \"Solely in the interest of shareholders\" shall be determined using only pecuniary\nfactors and shall not include any purpose to further a nonpecuniary interest.","path":["KRS Chapter 367"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=57177","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:59:03Z","sha256":"776fc755895e63afc275003d1d219d3821dbf43177a7e1966ee06c577c720fb3","source_id":"us-ky","stale":false,"prev":"us-ky/krs-367.365","next":"us-ky/krs-367.368"},"notice":"GroundRules: Original legal text. Not legal advice."}