Subject 120-2-7 REGULATIONS REGARDING PROXIES, CONSENTS AND AUTHORIZATIONS OF DOMESTIC STOCK INSURERS SUBAGENTS, COUNSELORS, ADJUSTERS, SURPLUS LINES BROKERS, AND AGENCIES
This regulation is applicable to each domestic stock insurer which has any class of equity security held of record by one hundred or more persons; provided, however, that this regulation shall not apply to an insurer if ninety-five percent or more of its equity securities are owned or controlled by a parent or an affiliated insurer and the remaining securities are held of record by less than five hundred persons. A domestic stock insurer which files with the Securities and Exchange Commission forms of proxies, consents and authorizations complying with the requirements of the Securities Exchange Act of 1934, as amended, and the applicable regulations promulgated thereunder, shall be exempt from the provisions of this regulation with respect to any class of securities subject to SEC jurisdiction.
No domestic stock insurer, or any director, officer or employee of such insurer subject to Rule 120-2-7-.01 hereof, or any other person, shall solicit, or permit the use of his name to solicit, by mail or otherwise, any proxy, consent or authorization in respect of any class of equity security of such insurer held of record by one hundred or more persons in contravention of this regulation.
Unless proxies, consents or authorizations in respect of any class of equity security of a domestic insurer subject to Rule 120-2-7-.01 hereof are solicited by or on behalf of the management of such insurer from the holders of record of such security in accordance with this regulation prior to any annual or other meeting of such securityholders, such insurer shall, in accordance with this regulation and/or such further regulations as the Commissioner may adopt, file with the Commissioner and transmit to all securityholders of record information substantially equivalent to the information which would be required to be transmitted if a solicitation were made. Such insurer shall transmit a written information statement containing the information specified in subsection (4) of Rule 120-2-7-.05 to every securityholder who is entitled to vote in regard to any matter to be acted upon at the meeting and from whom a proxy is not solicited on behalf of the management of insurer provided, that in the case of a class of securities in unregistered or bearer form such statement need be transmitted only to those securityholders whose names and addresses are known to the insurer.
|(1)||The definitions and instructions set out in "Stockholder Information Supplement to Annual Statement" as promulgated by the Commissioner, shall be applicable for purposes of this regulation.|
|(2)|| The terms
"solicit" and "solicitation" for purposes of this regulation shall include:
|(3)|| The terms "solicit" and "solicitation"
shall not include:
|(1)||No solicitation subject to this regulation shall be made unless each person solicited is concurrently furnished or has previously been furnished with a written proxy statement containing the information specified in Rule 120-2-7-.12 hereof.|
|(2)||If the solicitation is made on behalf of the management of the insurer and relates to an annual meeting of securityholders at which directors are to be elected, each proxy statement furnished pursuant to (1) hereof shall be accompanied or preceded by an annual report (in preliminary or final form) to such securityholders containing such financial statements for the last fiscal year as are referred to in "Stockholder Information Supplement to Annual Statement" under the heading "Financial Reporting to Stockholders." Subject to the foregoing requirements with respect to financial statements, the annual report to securityholders may be in any form deemed suitable by the management.|
|(3)||Two copies of each report sent to the securityholders pursuant to this section shall be mailed to the Commissioner, not later than the date on which such report is first sent or given to securityholders or the date on which preliminary copies of solicitation material are filed with the Commissioner pursuant to Rule 120-2-7-.07(1), whichever date is later.|
|(4)||If no solicitation is being made by management of the insurer with respect to any annual or other meeting, such insurer shall mail to every securityholder of record at least twenty days prior to the meeting date, an information statement as required by Rule 120-2-7-.03, which would be applicable to any matter to be acted upon at the meeting if proxies were to be solicited in connection with the meeting. If such information statement relates to an annual meeting at which directors are to be elected, it shall be accompanied by an annual report to such securityholders in the form provided in subsection (2) hereof.|
|(1)|| The form of proxy:
|(3)||A proxy may confer discretionary authority with respect to other matters which may come before the meeting, provided the persons on whose behalf the solicitation is made are not aware a reasonable time prior to the time the solicitation is made that any other matters are to be presented for action at the meeting and provided further that a specific statement to that effect is made in the proxy statement or in the form of proxy.|
|(4)|| No proxy shall confer authority:
|(5)||The proxy statement or form of proxy shall provide, subject to reasonable specified conditions, that the proxy will be voted and that where the person solicited specifies by means of ballot provided pursuant to subsection (2) hereof a choice with respect to any matter to be acted upon, the vote will be in accordance with the specifications so made.|
|(6)||The information included in the proxy statement or information statement shall be clearly presented and the statements made shall be divided into groups according to subject matter, with appropriate headings. All printed proxy statements or information statements shall be clearly and legibly presented.|
|(1)||Two preliminary copies of the information statement or proxy statement and form of proxy and any other soliciting material to be furnished to the securityholders concurrently therewith shall be filed with the Commissioner at least ten days prior to the date definitive copies of such material are first sent or given to securityholders, or such shorter period prior to that date as the Commissioner may authorize upon a showing of good cause therefor.|
|(2)||Two preliminary copies of any additional soliciting material relating to the same meeting or subject matter to be furnished to securityholders subsequent to the proxy statements shall be filed with the Commissioner at least two days (exclusive of Saturdays, Sundays or holidays) prior to the date copies of this material are first sent or given to securityholders or a shorter period prior to such date as the Commissioner may authorize upon a showing of good cause therefor.|
|(3)||Two definitive copies of the information statement or proxy statement, form of proxy and all other soliciting material, in the form in which this material is furnished to securityholders, shall be filed with or mailed for filing to the Commissioner not later than the date such material is first sent or given to the securityholders.|
|(4)||Where any information statement or proxy statement, form of proxy or other material filed pursuant to these rules is amended or revised, two of the copies shall be marked to clearly show such changes.|
|(5)||Copies of replies to inquiries from securityholders requesting further information and copies of communications which do no more than request that forms of proxy theretofore solicited be signed and returned need not be filed pursuant to this section.|
|(6)||Notwithstanding the provisions of subsections (1) and (2) hereof and of 120-2-7-.11(5), copies of soliciting material in the form of speeches, press releases and radio or television scripts may, but need not, be filed with the Commissioner prior to use or publication. Definitive copies, however, shall be filed with or mailed for filing to the Commissioner as required by subsection (3) hereof not later than the date such material is used or published. The provisions of subsections (1) and (2) hereof and Rule 120-2-7-.11(5) shall apply, however, to any reprints or reproductions of all or any part of such material.|
No proxy statement, form of proxy, notice of meeting, information statement, or other communication, written or oral, subject to this regulation, shall contain any statement which at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the same meeting or subject matter which has become false or misleading.
No person making a solicitation which is subject to this regulation shall solicit any undated or postdated proxy or any proxy which provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the securityholder.
|(1)||Applicability. This section shall apply to any solicitation subject to this regulation by any person or group for the purpose of opposing a solicitation subject to this regulation by any other person or group with respect to the election or removal of directors at any annual or special meeting of securityholders.|
|(2)|| "Participant" or "Participant in a
|(3)|| Filing of information required by Rule
|(4)|| Solicitation prior to furnishing required
written proxy statement. Notwithstanding the provisions of Rule
solicitation subject to this section may be made prior to furnishing
securityholders a written proxy statement containing the information specified
in Rule 120-2-7-.12 with respect to such solicitation, provided that:
|(5)||Solicitations prior to furnishing required written proxy statements - Filing Requirements. Two copies of any soliciting material proposed to be sent or given to securityholders prior to the furnishing of the written proxy statement required by Rule 120-2-7-.05(1) shall be filed with the Commissioner in preliminary form at least five business days prior to the date definitive copies of such material are first sent or given to such person, or such shorter period as the Commissioner may authorize upon a showing of good cause therefor.|
|(6)||Application of this Section to Report. Notwithstanding the provisions of Rule 120-2-7-.05(2) and 120-2-7-.05(3) two copies of any portion of the report referred to in Rule 120-2-7-.05(2) which comments upon or refers to any solicitation subject to this section, or to any participant in any such solicitation, other than the solicitation by the management, shall be filed with the Commissioner as proxy material subject to this regulation. Such portion of the report shall be filed with the Commissioner in preliminary form at least five business days prior to the date copies of the report are first sent or given to securityholders.|
|(1)||Revocability of Proxy. State whether or not a person giving the proxy has the power to revoke it. If the right of revocation before the proxy is exercised is limited or is subject to compliance with any formal procedure, briefly describe such limitation or procedure.|
|(2)||Dissenters' Rights of Appraisal. Outline briefly the rights of appraisal or similar rights of dissenting securityholders with respect to any matter to be acted upon and indicate any statutory procedure required to be followed by such securityholders in order to perfect their rights. Where such rights may be exercised only within a limited time after the date of the adoption of a proposal, the filing of a charter amendment, or other similar act, state whether the person solicited will be notified of such date.|
|(3)|| Persons Making Solicitations Not Subject
to Rule 120-2-7-.11.
|(4)||Interest of Certain persons in matters to be acted upon. Describe briefly any substantial interest, direct or indirect, by securityholdings or otherwise, of any director, nominee for election as director, officer and, if the solicitation is made otherwise than on behalf of management, each person on whose behalf the solicitation is made, in any matter to be acted upon other than elections to office.|
Securities and Principal Securityholders.
|(6)|| Nominees and Directors. If action is to
be taken with respect to the election of directors furnish the following
information, in tabular form to the extent practicable with respect to each
person nominated for election as a director and each other person whose term of
office as a director will continue after the meeting.
Remuneration and other transactions with management and others. Furnish the
information reported or required in Item One of "Stockholder Information
Supplement to Annual Statement" under the heading "Information Regarding
Management and Directors" if action is to be taken with respect to
profit sharing and other remuneration plans. If action is to be taken with
respect to any bonus, profit sharing, or other remuneration plan, of the
insurer furnish the following information:
|(9)|| Pension and retirement plan.
If action is to be taken with respect to any pension or retirement plan of the
insurer, furnish the following information:
|(10)|| Options, Warrants, or Rights. If action
is to be taken with respect to the granting or extension of any options,
warrants or rights (all referred to herein as "warrants") to purchase
securities of the insurer or any subsidiary or affiliate, other than warrants
issued to all securityholders on a pro rata basis, furnish the following
|(11)|| Authorization of issuance of securities.
|(12)|| Mergers, Consolidations, Acquisitions
and Similar Matters.
|(13)|| Restatement of
accounts. If action is to be taken with respect to the restatement of any
asset, capital, or surplus of the insurer, furnish the following information:
|(14)||Matters not required to be submitted. If action is to be taken with respect to any matter which is not required to be submitted to a vote of securityholders, state the nature of such matter, the reason for submitting it to a vote of securityholders and what action is intended to be taken by the management in the event of a negative vote on the matter by the securityholders.|
|(15)||amendment of charter, by-laws, or other documents. If action is to be taken with respect to any amendment of the insurer's charter, by-laws or other documents as to which information is not required above, state briefly the reasons for and general effect of such amendment and the vote needed for its approval.|
Rule 120-2-7-.13 Information to be Included in Statements Filed by or on Behalf of a Participant (Other Than the Insurer) in a Proxy Solicitation in an Election Contest
|(1)||Insurer. State the name and address of the insurer.|
|(2)|| Identity and Background.
Interest in stock of the insurer.
|(4)|| Further Matters.
|(5)||Certification, Signature. The participant or his authorized representative shall certify as to the truthfulness, completeness and correctness, to the best of their knowledge and belief and shall date and sign such statement.|