Current through Register 2024 Notice Reg. No. 38, September 20, 2024
Item
1. Revocability of Proxy.
State whether or not the person giving the proxy has the power
to revoke it. If the right or revocation before the proxy is exercised is limited or
is subject to compliance with any formal procedure, briefly describe such limitation
or procedure.
Item 2. Dissenters'
Right of Appraisal.
Outline briefly the rights of appraisal or similar rights of
dissenting stockholders with respect to any matter to be acted upon and indicate any
statutory procedure required to be followed by such stockholders 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.
Item 3. Persons Making
Solicitations Not Subject to Section
2680.11.
(1) If the solicitation is made by the management
of the insurer, so state. Give the name of any director of the insurer who has
informed the management in writing that the director intends to oppose any action
intended to be taken by the management and indicate the action which the director
intends to oppose.
(2) If the
solicitation is made otherwise than by the management of the insurer, state the
names and addresses of the persons by whom and on whose behalf it is made and the
names and addresses of the persons by whom the cost of solicitation has been or will
be borne, directly or indirectly.
(3) If
the solicitation is to be made by specially engaged employees or paid solicitor,
state
(i) the material features of any contract or
arrangement for such solicitation and identify the parties, and
(ii) the cost or anticipated cost
thereof.
Item 4.
Interest of Certain Persons in Matters to Be Acted Upon.
Describe briefly any substantial interest, direct or indirect,
by stockholders or otherwise, of any director, nominee for election for 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.
Item
5. Stocks and Principal Stockholders.
(1) State, as to each class of voting stock of the
insurer entitled to be voted at the meeting, the number of shares outstanding and
the number of votes to which each class is entitled.
(2) Give the date as of which the record list of
stockholders entitled to vote at the meeting will be determined. If the right to
vote is not limited to stockholders of record on that date, indicate the conditions
under which other stockholders may be entitled to vote.
(3) If action is to be taken with respect to the
election of directors and if the persons solicited have cumulative voting rights,
make a statement that they have such rights and state briefly the conditions
precedent to the exercise thereof.
Item
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 directors at the meeting.
(a) Name each such person, state when such
person's term of office or the term of office for which such person is a nominee
will expire, and all other positions and officer with the insurer presently held by
such person, and indicate which persons are nominees for election as directors at
the meeting.
(b) State such person's
present principal occupation or employment and give the name and principal business
of any corporation or other organization in which such employment is carried on.
Furnish similar information as to all of such person's principal occupations or
employments during the last five years, unless such person is now a director and was
elected to such person's present term of office by a vote of stockholders at a
meeting for which proxies were solicited under this Article.
(c) If such person is or has previously been a
director of the insurer, state the period or periods during which such person has
served as such.
(d) State, as of the
most recent practicable date, the approximate number, and the approximate portion
thereof to the total number, of each class of stock of the insurer or any of its
parents, subsidiaries or affiliates other than directors' qualifying shares,
beneficially owned directly or indirectly by such person. If such person is not the
beneficial owner of any such stocks make a statement to that
effect.
Item 7. Remuneration
and Other Transactions with Management and Others.
Furnish the information reported or required in Item 1 of
Schedule Stockholder Information Supplement under the heading "Information Regarding
Management and Directors" if action is to be taken with respect to
(a) the election of directors,
(b) any remuneration plan, contract or arrangement
in which any director, nominee for election as a director, or officer of the insurer
will participate,
(c) any pension or
retirement plan in which any such person will participate, or
(d) the granting of extension to any such person
of any options, warrants or rights to purchase any stocks, other than warrants or
rights issued to stockholders, as such, on a pro rata basis. If the solicitation is
made on behalf of persons other than the management information shall be furnished
only as to Item IA of the aforesaid heading of Schedule Stockholder Information
Supplement. (Note that said Schedule "SIS" requires that the remuneration, direct
and by other means is required to be shown as to each director, irrespective of the
amount thereof).
Item 8.
Bonus, 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:
(a) A brief description of the
material features of the plan, each class of persons who will participate therein,
the approximate number of persons in each such class, and the basis of such
participation.
(b) The amounts which
would have been distributable under the plan during the last calendar year to
(1) each person named in Item 7 of this
Schedule,
(2) directors and officers as
a group, and
(3) to all other employees
as a group, if the plan had been in effect.
(c) If the plan to be acted upon may be amended
(other than by a vote of stockholders) in a manner which would materially increase
the cost thereof to the insurer or to materially alter the allocation of the
benefits as between the groups specified in Paragraph (b) of this item, the nature
of such amendments should be specified.
Item 9. Pension and Retirement Plans.
If action is to be taken with respect to any pension or
retirement plan of the insurer, furnish the following information:
(a) A brief description of the material features
of the plan, each class of persons who will participate therein, the approximate
number of persons in each such class, and the basis of such participation.
(b) State
(1)
the approximate total amount necessary to fund the plan with respect to past
services, the period over which such amount is to be paid, and the estimated annual
payments necessary to pay the total amount over such period;
(2) the estimated annual payment to be made with
respect to current services;
(3) the
amount of such annual payments to be made for the benefit of
(i) each person named in Item 7 of this
Section,
(ii) directors and officers as
a group, and
(iii) employees as a
group.
(c) If the
plan to be acted upon may be amended (other than by a vote of stockholders) in a
manner which would materially increase the cost thereof to the insurer or to
materially alter the allocations of the benefits as between the groups specified in
subparagraph (b) (3) of this Item, the nature of such amendments should be
specified.
Item 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 stock of the insurer or any subsidiary or affiliate, other than warrants
issued to all stockholders on a pro rata basis, furnish the following
information:
(a) The title and amount of
stock called for or to be called for, the prices, expiration dates and other
material conditions upon which the warrants may be exercised, the consideration
received or to be received by the insurer, subsidiary or affiliate for the granting
or extension of the warrants and the market value of the stock called for or to be
called for by the warrants, as of the latest practicable date.
(b) If known, state separately the amount of stock
called for or to be called for by warrants received or to be received by the
following persons, naming each such person:
(1)
each person named in Item 7 of this Schedule, and
(2) each other person who will be entitled to
acquire five percent or more of the stock called for or be called for by such
warrants.
(c) If known, state
also the total amount of stock called for or to be called for by such warrants,
received or to be received by all directors and officers of the company as a group
and all employees, without naming them.
Item 11. Authorization or Issuance of Stock.
(1) If action is to be taken with respect to the
authorization or issuance of any stock of the insurer furnish the title, amount and
description of the stock to be authorized or issued.
(2) If the shares of stock are other than
additional shares of common stock if a class outstanding, furnish a brief summary of
the following, if applicable: dividend, voting, liquidation, preemptive, and
conversion rights, redemption and sinking fund provisions, interest rate and date of
maturity.
(3) If the shares of stock to
be authorized or issued are other than additional shares of common stock of a class
outstanding, the Commissioner may require financial statements comparable to those
contained in the annual statement filed by the insurer with the
Commissioner.
Item 12.
Mergers, Consolidations, Acquisitions and Similar Matters.
(1) If action is to be taken with respect to a
merger, consolidation, acquisition or similar matter, furnish in brief outline the
following information:
(a) The rights of appraisal
or similar rights of dissenters with respect to any matters to be acted upon.
Indicate any procedure required to be followed by dissenting stockholders in order
to perfect such rights.
(b) The material
features of the plan or agreement.
(c)
The business done by the company to be acquired or whose assets are being
acquired.
(d) If available, the high and
low sales prices for each quarterly period within two years.
(e) The percentage of outstanding shares which
must approve the transaction before it is consummated.
(2) For each company involved in a merger,
consolidation or acquisition, the following financial statements should be
furnished:
(a) A comparative balance sheet as of
the close of the last two fiscal years.
(b) A comparative statement of operating income
and expenses for each of the last two years and, as a continuation of each
statement, a statement of earning per share, after related taxes, and cash dividends
paid per share.
(c) A pro forma combined
balance sheet and income and expenses statement for the last fiscal year giving
effect to the necessary adjustments with respect to the resulting
company.
Item 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:
(a) State the nature of the
restatement and the date as of which it is to be effective.
(b) Outline briefly the reasons for the
restatement and for the selection of the particular effective date.
(c) State the name and amount of each account
affected by the restatement and the effect of the restatement
thereon.
Item 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 stockholders, state the nature of such
matter, the reason for submitting it to a vote of stockholders and what action is
intended to be taken by the management in the event of a negative vote on the matter
by the stockholders.
Item 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.
1. Change
without regulatory effect adopting subarticle 1 heading, removing subject heading
and amending Items 3 and 6 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-40-20.0.52
