(4) Number of Proposals. The proponent may submit no more than one proposal and an accompanying supporting statement for inclusion in the issuer’s proxy materials for a meeting of security holders. If
CHAPTER 39: CORPORATIONS—DIRECTORS, OFFICERS, AND SHAREHOLDERS 267 the proponent submits more than one proposal, or if he fails to comply with the 500 word limit men - tioned in paragraph (b)(1) of this section, he shall be provided the opportunity to reduce the items sub- mitted by him to the limits required by this rule, within 14 calendar days of notification of such limita- tions by the registrant. (b)(1) Supporting Statement. The registrant, at the request of the proponent, shall include in its proxy statement a statement of the proponent in support of the proposal, which statement shall not include the name and address of the proponent. A proposal and its supporting statement in the aggregate shall not exceed 500 words. The supporting statement shall be furnished to the registrant at the time that the proposal is furnished, and the registrant shall not be responsible for such statement and the pro- posal to which it relates. (2) Identification of Proponent. The proxy statement shall also include either the name and address of the proponent and the number of shares of the voting security held by the proponent or a statement that such information will be furnished by the registrant to any person, orally or in writing as requested, promptly upon the receipt of any oral or written request therefore. (c) The registrant may omit a proposal and any statement in support thereof from its proxy statement and form of proxy under any of the following circumstances: (1) If the proposal is, under the laws of the registrant’s domicile, not a proper subject for action by secu- rity holders. Note.—Whether a proposal is a proper subject for action by security holders will depend on the appli- cable state law. Under certain states’ laws, a proposal that mandates certain action by the registrant’s board of directors may not be a proper subject matter for shareholder action, while a proposal recommending or requesting such action of the board may be proper under such state laws. (2) If the proposal, if implemented, would require the registrant to violate any state law or federal law of the United States, or any law of any foreign jurisdiction to which the registrant is subject, except that this provision shall not apply with respect to any foreign law compliance with which would be violative of any state law or federal law of the United States.
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