Shareholder Nominating Procedures
The procedure for shareholder nominations is contained within the Company's Bylaws* and is summarized here.
For a shareholder nominee to be considered for inclusion in our proxy statement, the nominating shareholder must file a written notice of the proposed director nomination with our Corporate Secretary, at least 120 days prior to anniversary of the previous year's annual shareholder meeting. Nominations must include the full name and address of the proposed nominee and a brief description of the proposed nominee's business experience for at least the previous five years. All submissions must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. The Committee may request additional information in order to make a determination as to whether to nominate the person for director.
Shareholders may otherwise nominate candidates for the Board of Directors by following the procedure detailed in TCC's Bylaws. The following is a summary of the process for shareholder nominations:
- The shareholder must provide a written statement suggesting an individual as a candidate that includes the information required by TCC's Bylaws.
- The statement must be received by the Corporate Secretary, in the case of an annual meeting, not less than 60 days and not more than 90 days prior to the first anniversary (day and month) of the previous year's annual meeting and, in the case of a special meeting, not less than 60 days and not more than 90 days prior to the special meeting.
Nominations that are not received at least 120 days prior to the anniversary of the previous year's annual meeting will not be included in TCC's proxy statement but will be presented for a vote at the Annual Meeting.
Each shareholder written statement must set forth: (a) as to each person whom the shareholder proposes to nominate for election as director: (i) the name, age, business address and residential address of such person; (ii) the principal occupation or employment of such person; (iii) the class and number of shares of our stock which are beneficially owned by such person on the date of the written statement; and (iv) any other information relating to such person that would be required to be disclosed pursuant to the rules and regulations promulgated under the Securities Exchange Act; and (b) as to the nominating shareholder giving the written statement: (i) the name and address, as they appear on our books, of the nominating shareholder and the name and principal business address of any other beneficial shareholder known by the nominating shareholder to support such nominees; and (ii) the class and number of shares of stock which are beneficially owned by the nominating shareholder on the date of such written statement and the number of shares owned beneficially by any other record or beneficial shareholders known by the nominating shareholder to be supporting such nominees on the date of such written statement.
Any deficiencies in a notice of shareholder nomination will be noted by the Corporate Secretary and the nominating shareholder will be informed and provided an opportunity to cure the defect, if possible.
*Available in Adobe Acrobat format. If you do not currently have Adobe's Acrobat Reader, download a free copy from the Adobe web site.
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