AI-assisted research summary: This section defines terms used in the chapter, including company, company proposal, proxy advisor, proxy advisory service, proxy proposal, and shareholder.
Sec. 6A.001. DEFINITIONS. In this chapter: (1) "Company" means a publicly traded, for-profit corporation, limited liability company, partnership, or other business entity that is organized or created under the laws of this state, has its principal place of business in this state, or is a foreign entity that has made a company proposal to become a domestic entity, whether by merger, conversion, or otherwise. (2) "Company proposal" means a proposal made by a company that is included in the company's proxy statement, including a proposal regarding director nominations or elections, executive compensation, corporate transactions and structure, auditor selection, or similar measures. (3) "Proxy advisor" means a person who, for compensation, provides a proxy advisory service to shareholders of a company or to other persons with authority to vote on behalf of shareholders of a company. (4) "Proxy advisory service" means any of the following services that are provided in connection with or in relation to a company: (A) advice or a recommendation on how to vote on a proxy proposal or company proposal; (B) proxy statement research and analysis regarding a proxy proposal or company proposal; (C) a rating or research regarding corporate governance; or (D) development of proxy voting recommendations or policies, including establishing default recommendations or policies. (5) "Proxy proposal" means a proposal made by a company's shareholder that is included in the company's proxy statement, including the nomination of a director. (6) "Shareholder" includes a shareholder, unitholder, limited partner, or other equity owner of a company. Added by Acts 2025, 89th Leg., R.S., Ch. 1153 (S.B. 2337), Sec. 2, eff. September 1, 2025. SUBCHAPTER B. DISCLOSURE REQUIREMENTS FOR PROXY ADVISORS