Nevada § 78.370 - Notice to stockholders

§ 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. 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 .