Current through Register 2024 Notice Reg. No. 38, September 20, 2024
(1) The definitions and
instructions set out in Schedule Stockholder Information Supplement, as promulgated
by the National Association of Insurance Commissioners, shall be applicable for
purposes of this Article.
(2) The terms
"solicit" and "solicitation" for purposes of this Article shall include:
(a) any request for a proxy, whether or not
accompanied by or included in a form of proxy; or
(b) any request to execute or not to execute, or
to revoke, a proxy; or
(c) the
furnishing of a proxy or other communication to stockholders under circumstances
reasonably calculated to result in the procurement, withholding or revocation of a
proxy.
(3) The terms "solicit"
and "solicitation" shall not include:
(a) any
solicitation by a person in respect to stock of which that person is the beneficial
owner;
(b) action by a broker or other
person in respect to stock carried in the name of that broker or that other person,
or in the name of the nominee of that broker or that other person in forwarding to
the beneficial owner of such stock soliciting material received from the company, or
impartially instructing such beneficial owner to forward a proxy to the person, if
any, to whom the beneficial owner desires to give a proxy, or impartially requesting
instructions from the beneficial owner with respect to the authority to be conferred
by the proxy and stating that a proxy will be given if the instructions are received
by a certain date;
(c) the furnishing of
a form of proxy to a stockholder upon the unsolicited request of such stockholder,
or the performance by any person of ministerial acts on behalf of a person
soliciting a proxy.
(4) Unless
the context otherwise requires, the words used in this Article which are defined in
Sections
1 to
42 of the
Insurance Code shall, insofar as applicable, have the same meanings as therein
defined, and the following words shave have meanings as follows:
(a) The words "parent" and "subsidiary" as applied
to corporations shall have the same meanings as "holdings corporation" and
"subsidiary corporation," respectively, as defined in Section
118 of the
Corporations Code.
(b) The word
"affiliate" means any person that directly, or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control with the
person to which such "affiliate" is related.
(c) The word "associate" used to indicate a
relationship with any persons, means
(1) any
corporation or organization (other than the issuer of the securities as to which a
proxy hereunder is solicited, or a majority-owned subsidiary of such issuer) of
which such person is an officer or partner or is, directly or indirectly, the
beneficial owner of ten percent or more of any class of equity securities,
(2) any trust or other estate in which such person
has a substantial beneficial interest or as to which such person serves as trustee
or in a similar fiduciary capacity, and
(3) any relative or spouse of such person, or any
relative of such spouse, who has the same home as such person, or any relative of
such spouse, who has the same home as such person or who is a director or officer of
the issuer or any of its parents or subsidiaries.
1. Change without
regulatory effect amending subsections (3)(a)-(b) 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.
