Nevada Revised Statutes 78.370 – Notice to stockholders
1. If under the provisions of this chapter stockholders are required or authorized to take any action at a meeting, the notice of the meeting must be in writing.
Terms Used In Nevada Revised Statutes 78.370
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- person: means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
- Publicly traded corporation: means a domestic corporation that has a class or series of voting shares which is:
(1) A covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933, Nevada Revised Statutes 78.010
- Securities Exchange Act: means the Act of Congress known as the Securities Exchange Act of 1934, as amended, Nevada Revised Statutes 78.010
- Stockholder of record: means a person whose name appears on the stock ledger of the corporation as the owner of record of shares of any class or series of the stock of the corporation. See Nevada Revised Statutes 78.010
- Trustee: A person or institution holding and administering property in trust.
2. Except in the case of the annual meeting, the notice must state the purpose or purposes for which the meeting is called. In all instances, the notice must state:
(a) The date and time of the meeting;
(b) The means of remote communication, if any, by which stockholders and proxies shall be deemed to be present in person and vote at the meeting; and
(c) Unless the meeting is to be held solely by remote communication pursuant to subsection 5 of NRS 78.320, the physical location of the meeting, which may be within or without this State.
3. A copy of the notice must be delivered personally, mailed postage prepaid or delivered as provided in NRS 75.150 to each stockholder of record entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting. If mailed, it must be directed to the stockholder at his or her address as it appears upon the records of the corporation. Personal delivery of any such notice to any officer of a corporation or association, to any member of a limited-liability company managed by its members, to any manager of a limited-liability company managed by managers, to any general partner of a partnership or to any trustee of a trust constitutes delivery of the notice to the corporation, association, limited-liability company, partnership or trust.
4. The articles of incorporation or the bylaws may require that the notice be also published in one or more newspapers but, notwithstanding such a requirement in the articles of incorporation or bylaws, notice by publication in one or more newspapers is not required if the corporation is a publicly traded corporation on the record date for the meeting.
5. Notice delivered or mailed to a stockholder in accordance with the provisions of this section and NRS 75.150 and the provisions, if any, of the articles of incorporation or the bylaws is sufficient, and in the event of the transfer of the stockholder’s stock after such delivery or mailing and before the holding of the meeting it is not necessary to deliver or mail notice of the meeting to the transferee.
6. Unless otherwise provided in the articles of incorporation or the bylaws, if notice is required to be delivered, under any provision of this chapter or the articles of incorporation or bylaws of any corporation, to any stockholder to whom:
(a) Notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to the stockholder during the period between those two consecutive annual meetings; or
(b) All, and at least two, payments sent by first-class mail of dividends or interest on securities during a 12-month period, have been mailed addressed to the stockholder at his or her address as shown on the records of the corporation and have been returned undeliverable, the delivery of further notices to the stockholder is not required. Any action or meeting taken or held without notice to such a stockholder has the same effect as if the notice had been delivered. If any such stockholder delivers to the corporation a written notice setting forth his or her current address, the requirement that notice be delivered to the stockholder is reinstated. If the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this chapter, the certificate need not state that notice was not delivered to persons to whom notice was not required to be delivered pursuant to this subsection. The delivery of further notices to a stockholder is still required for any notice returned as undeliverable if the notice was delivered by electronic transmission.
7. Unless the articles of incorporation or bylaws otherwise require, and except as otherwise provided in this subsection, if a meeting of stockholders is adjourned, notice of the following information need not be delivered if the information is announced at the meeting at which the adjournment is taken:
(a) The date and time of the adjourned meeting;
(b) The means of remote communication, if any, by which stockholders and proxies shall be deemed to be present in person and vote at the adjourned meeting; and
(c) Unless the adjourned meeting is to be held solely by remote communication pursuant to subsection 5 of NRS 78.320, the physical location of the adjourned meeting, which may be within or without this State.
8. If a new record date is fixed for an adjourned or postponed meeting, notice of the adjourned or postponed meeting must be delivered to each stockholder of record as of the new record date.
9. The requirements for notice pursuant to this section are satisfied by a corporation if the corporation is a publicly traded corporation on the record date for the meeting and the corporation timely files, pursuant to section 14(a) of the Securities Exchange Act, 15 U.S.C. § 78n(a), a proxy statement or an amendment thereto, containing the information described in subsection 2, unless such notice by proxy statement is expressly prohibited in:
(a) The articles of incorporation or an amendment thereto, which are filed and effective on or after October 1, 2021; or
(b) The bylaws or an amendment thereto, which are effective on or after October 1, 2021.
10. As used in this section, ‘remote communication’ includes any form of communication described in subsection 4 of NRS 78.320.