{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1065.1","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1065.1","heading":"Access to proxy solicitation materials – Proxy expense","body":"reimbursement.\n\nACCESS TO PROXY SOLICITATION MATERIALS; PROXY EXPENSE\n\nREIMBURSEMENT\n\nA. The bylaws may provide that if the corporation solicits\n\nproxies with respect to an election of directors, it may be\n\nrequired, to the extent and subject to such procedures or\n\nconditions as may be provided in the bylaws, to include in its\n\nproxy solicitation materials, including any form of proxy it\n\ndistributes, in addition to individuals nominated by the board of\n\ndirectors, one or more individuals nominated by a shareholder.\n\nSuch procedures or conditions may include any of the following:\n\n1. A provision requiring a minimum record or beneficial\n\nownership, or duration of ownership, of shares of the\n\ncorporation's capital stock, by the nominating shareholder, and\n\ndefining beneficial ownership to take into account options or other\n\nrights in respect of or related to such stock;\n\n2. A provision requiring the nominating shareholder to submit\n\nspecified information concerning the shareholder and the\n\nshareholder's nominees, including information concerning ownership\n\nby such persons of shares of the corporation's capital stock, or\n\noptions or other rights in respect of or related to such stock;\n\n3. A provision conditioning eligibility to require inclusion\n\nin the corporation's proxy solicitation materials upon the number\n\nor proportion of directors nominated by shareholders or whether the\n\nshareholder previously sought to require such inclusion;\n\n4. A provision precluding nominations by any person if such\n\nperson, any nominee of such person, or any affiliate or associate\n\nof such person or nominee, has acquired or publicly proposed to\n\nacquire shares constituting a specified percentage of the voting\n\npower of the corporation's outstanding voting stock within a\n\nspecified period before the election of directors;\n\n5. A provision requiring that the nominating shareholder\n\nundertake to indemnify the corporation in respect of any loss\n\narising as a result of any false or misleading information or\n\nstatement submitted by the nominating shareholder in connection\n\nwith a nomination; and\n\n6. Any other lawful condition.\n\nB. The bylaws may provide for the reimbursement by the\n\ncorporation of expenses incurred by a shareholder in soliciting\n\nproxies in connection with an election of directors, subject to\n\nsuch procedures or conditions as the bylaws may prescribe,\n\nincluding:\n\n1. Conditioning eligibility for reimbursement upon the number\n\nor proportion of persons nominated by the shareholder seeking\n\nreimbursement or whether such shareholder previously sought\n\nreimbursement for similar expenses;\n\n2. Limitations on the amount of reimbursement based upon the\n\nproportion of votes cast in favor of one or more of the persons\n\nnominated by the shareholder seeking reimbursement, or upon the\n\namount spent by the corporation in soliciting proxies in connection\n\nwith the election;\n\n3. Limitations concerning elections of directors by cumulative\n\nvoting pursuant to Section 1059 of Title 18 of the Oklahoma\n\nStatutes; or\n\n4. Any other lawful condition.\n\nC. No bylaw so adopted shall apply to elections for which any\n\nrecord date precedes its adoption.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"7de467123ee6ca0fd66d39b7bed720374f4711a2a90ef25ca9118b87b4736be3","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1065","next":"us-ok/okla.-stat.-tit.-18-18-1066"},"notice":"GroundRules: Original legal text. Not legal advice."}