Current through Register 2024 Notice Reg. No. 38, September 20, 2024
(1) Applicability.
This section shall apply to any solicitation subject to this
Article 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 stockholders.
(2) Participant or Participant in a
Solicitation.
(a) for purposes of
this section the terms "participant" "participant in a solicitation" include:
(i) the insurer;
(ii) any director of the insurer, and any nominee
for whose election as a director proxies are solicited;
(iii) any other person, acting alone or with one
or more other persons, committees or groups, in organizing, directing or financing
the solicitation.
(b) For the
purpose of this section the terms "participant" and "participant in a solicitation"
do not include:
(i) a bank, broker or dealer who,
in the ordinary course of business, lends money or executes orders for the purchase
or sale of stock and who is not otherwise a participant;
(ii) any person or organization retained or
employed by a participant to solicit stockholders or any person who merely transmits
proxy soliciting material or performs ministerial or clerical duties;
(iii) any person employed in the capacity of
attorney, accountant, or advertising, public relations or financial adviser, and
whose activities are limited to the performance of that person's duties in the
course of such employment;
(iv) any
person regularly employed as an officer or employee of the insurer or any of its
subsidiaries or affiliates who is not otherwise a participant; or
(v) any officer or director of, or any person
regularly employed by any other participant, if such officer, director, or employee
is not otherwise a participant.
(3) Filing of Information Required by Schedule
B.
(a) No solicitation subject to this
section shall be made by any person other than the management of an insurer unless
at least five business days prior thereto, or such shorter period as the
Commissioner may authorize upon a showing of good cause therefor, there has been
filed with the Commissioner by or on behalf of each participant in such solicitation
a statement in duplicate containing the information specified by Schedule B and a
copy of any material proposed to be distributed to stockholders in furtherance of
such solicitation. Where preliminary copies of any materials are filed, distribution
to stockholders should be deferred until the Commissioner's comments have been
received and complied with.
(b) Within
five business days after a solicitation subject to this section is made by the
management of an insurer, or such longer period therefor, there shall be filed with
the Commissioner by or on behalf of each participant in such solicitation, other
than the insurer, and by or on behalf of each management nominee for director, a
statement in duplicate containing the information specified by Schedule B.
(c) If any solicitation on behalf of management or
any other person has been made, or if proxy material is ready for distribution,
then, prior to a solicitation subject to this section in opposition thereto, a
statement in duplicate containing the information specified in Schedule B shall be
filed with the Commissioner by or on behalf of each participant in such prior
solicitation, other than the insurer, as soon as reasonably practicable after the
commencement of the solicitation in opposition thereto.
(d) If, subsequent to the filing of the statements
required by paragraphs (a) (b) and (c) of this subsection, additional persons become
participants in a solicitation subject to this rule, there shall be filed with the
Commissioner, by or on behalf of each such person, a statement in duplicate
containing the information specified by Schedule B, within three business days after
such person becomes a participant, or such longer period as the Commissioner may
authorize upon a showing of good cause therefor.
(e) If any material change occurs in the facts
reported in any statement filed by or on behalf of any participant, an appropriate
amendment to such statement shall be filed promptly with the Commissioner.
(f) Each statement and amendment thereto filed
pursuant to this paragraph shall be part of the public files of the
Commissioner.
(4)
Solicitations Prior to Furnishing Required Written Proxy Statement.
Notwithstanding the provisions of subsection 1 of Section
2680.6, a solicitation subject to this
section may be made prior to furnishing stockholders a written proxy statement
containing the information specified in Schedule A with respect to such
solicitation. provided that--
(a) The
statements required by subsection 3 hereof are filed by or on behalf of each
participant in such solicitation.
(b) No
form of proxy is furnished to stockholders prior to the time the written proxy
statement required by subsection 1 of Section
2680.5 is furnished to such persons;
provided, however, that this paragraph (b) shall not apply where a proxy statement
then meeting the requirements of Schedule A has been furnished to
stockholders.
(c) At least the
information specified in paragraphs (b) and (c) of the statements required by
subsection 3 hereto to be filed by each participant, or an appropriate summary
thereof, are included in each communication sent or given to stockholders in
connection with the solicitation.
(d) A
written proxy statement containing the information specified in Schedule A with
respect to a solicitation is sent or given stockholders at the earliest practicable
date.
(5) Solicitations Prior
to Furnishing Required Written Proxy Statement--Filing Requirements.
Two copies of any soliciting material proposed to be sent or
given to stockholders prior to the furnishing of the written proxy statement
required by subsection 1 of Section
2680.5 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 persons, or
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 subsections 2 and 3 of Section
2680.5, two copies of any portion of
the report referred to in subsection 2 of Section
2680.5 which comments upon or refers to
any solicitation subject to this section, or to any participant in 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
stockholders.
1. Change without
regulatory effect amending subsection (2)(b)(iii), (4) and (5) filed 7-14-2021
pursuant to section
100, title 1, California Code of
Regulations (Register 2021, No. 29). Filing deadline specified in Government Code
section
11349.3(a)
extended 60 calendar days pursuant to Executive Order
N-40-20.
