Gwyn R. Hartman Revocable Living Trust U/A/D 11/16/93 v. Southern Michigan Bancorp, Inc.

OPINION

SUTTON, Circuit Judge.

Whenever a Michigan corporation holds a shareholder meeting, it must disclose any proposals on the agenda that a shareholder wishes to submit for shareholder action. In 2012, one of Southern Michigan Bancorp’s shareholders asked the company to circulate such a proposal before the company’s 2013 annual meeting. In its proxy statement discussing the agenda for the meeting, Bancorp neither distributed the proposal nor described it. After the proposal was voted down at the meeting, the shareholder sued Bancorp and the chairman of its board of directors for violating…