DTE Energy 2014 Annual Report Download - page 129

closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes, nor any revocations or changes
thereto may be accepted.
Section 10. Director Nominations and Shareholder Business.
(a) Annual Shareholder Meeting. At an annual meeting of shareholders, only such business will be conducted or considered
as is properly brought before the meeting. To be properly brought before an annual meeting:
(i) Nominations of persons for election as directors may be made only at an annual meeting (1) by or at the direction
of the Board of Directors or a committee thereof, or (2) by any shareholder who is a shareholder of record at the time of giving notice,
who is entitled to vote at the annual meeting and who complies with the notice requirements set forth in this Section.
(ii) Other business to be considered at an annual meeting shall be: (1) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, Chairman of the Board, the President, a Vice President, the
Corporate Secretary or an Assistant Corporate Secretary; (2) brought by or at the direction of the Board of Directors; or (3) properly
requested by a shareholder of the Company in accordance with the law and with the notice requirements provided in this Section.
(b) A shareholder who intends to make a director nomination or to bring any other matter before an annual meeting must give
notice of his or her intent in writing to the Corporate Secretary. A shareholder’s notice must be received at the principal executive
offices of the Company not less than 60 nor more than 90 calendar days prior to the annual meeting of shareholders. If the Company
does not make a public announcement of an annual meeting date at least 70 calendar days prior to the date of the annual meeting, a
shareholder’s notice must be received at the principal executive offices of the Company by the close of business on the 10th day
following the Company’s first public announcement of the annual meeting date.
(c) All shareholder notices must include:
(i) the name and address, as they appear on the Company books, of the shareholder making the nomination or
proposing the shareholder business, along with the class and number of shares of Company stock owned by the shareholder;
(ii) a representation that the shareholder is a shareholder of record of Company stock entitled to vote at such annual
meeting and intends to appear in person or by proxy at the annual meeting to make the nomination or propose the business specified in
the notice;
(iii) if the shareholder notice is to bring a matter up for vote at a shareholder meeting, (1) a description in reasonable
detail of the business desired to be brought before the annual meeting, (2) the reasons for conducting such business at the annual
meeting, (3) any material interest the shareholder has in the matter, and (4) compliance with all applicable requirements of the
Securities Exchange Act of 1934, as amended (the “Act”), for shareholder proposals, including matters covered by Rule 14a-8;
(iv) if a shareholder notice is to nominate a person for election as a director, a description of all arrangements or
understandings between or among any of (1) the shareholder giving the