21-2060 Proxies. - Nebraska Statutes

21-2060. Proxies.(1) A shareholder may vote his or her shares in person orby proxy.(2) A shareholder orthe shareholder's agent or attorney in fact may appoint a proxyto vote or otherwise act for the shareholder bysigning an appointment form or by anelectronic transmission. An electronic transmission shall contain or be accompaniedby information from which one can determine that the shareholder or the shareholder'sagent or attorney in fact authorized the transmission.(3) An appointment of a proxy shall be effective when a signed appointment form or an electronictransmission of the appointment is received by the inspector of election or the secretaryor other officer or agent ofthe corporation authorized to tabulate votes. An appointment shallbe valid for eleven months unless a longer period is expressly provided inthe appointment form or electronictransmission.(4) An appointment of a proxy shall be revocable by the shareholderunless the appointment form orelectronic transmission conspicuously states that it is irrevocableand the appointment is coupled with an interest. Appointments coupled withan interest shall include the appointment of:(a) A pledgee;(b) A person who purchased or agreed to purchase the shares;(c) A creditor of the corporation who extended it credit underterms requiring the appointment;(d) An employee of the corporation whose employment contractrequires the appointment; or(e) A party to a voting agreement created under section 21-2068.(5) The death or incapacity of the shareholder appointinga proxy shall not affect the right of the corporation to accept the proxy'sauthority unless notice of the death or incapacity is received by the secretaryor other officer or agent authorized to tabulate votes before the proxy exerciseshis or her authority under the appointment.(6) An appointment made irrevocable under subsection (4) ofthis section shall be revoked when the interest with which it is coupled isextinguished.(7) A transferee for value of shares subject to an irrevocableappointment may revoke the appointment if he or she did not know of its existencewhen he or she acquired the shares and the existence of the irrevocable appointmentwas not noted conspicuously on the certificate representing the shares oron the information statement for shares without certificates.(8) Subject to section 21-2062 and to any express limitationon the proxy's authority appearing on the face of the appointment form or electronic transmission,a corporation shall be entitled to accept the proxy's vote or other actionas that of the shareholder making the appointment. SourceLaws 1995, LB 109, § 60; Laws 2009, LB528, § 4.