Current through March 14, 2024
1. Revocability of
proxy. State whether or not the 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 security holders with respect to any matter to be
acted upon and indicate any statutory procedure required to be followed by such
security holders 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 section
38a-147-10.
(a) 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 he intends to oppose
any action intended to be taken by the management and indicate the action which
he intends to oppose.
(b) 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.
(c) If the solicitation is to be made by
specially engaged employees or paid solicitors, state (1) the material features
of any contract or arrangement for such solicitation and identify the parties,
and (2) the cost or anticipated cost thereof.
4. Interest of certain persons in matters to
be acted upon. Describe briefly any substantial interest, direct or indirect,
by security holdings 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.
5. Voting securities and principal holders
thereof.
(a) State, as to each class of voting
securities 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.
(b) Give the date as of
which the record list of security holders entitled to vote at the meeting will
be determined. If the right to vote is not limited to security holders of
record on that date, indicate the conditions under which other security holders
may be entitled to vote.
(c) 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.
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:
(a) Name each such person, state when his
term of office or the term of office for which he is a nominee will expire, and
all other positions and offices with the insurer presently held by him, and
indicate which persons are nominees for election as directors at the
meeting.
(b) State his 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 his principal occupations or
employments during the last five years, unless he is now a director and was
elected to his present term of office by a vote of security holders at a
meeting for which proxies were solicited under this regulation.
(c) If he is or has previously been a
director of the insurer, state the period or periods during which he has served
as such.
(d) State, as of the most
recent practicable date, the approximate amount of each class of equity
securities of the insurer or any of its parents, subsidiaries or affiliates
other than directors' qualifying shares, benefically owned directly or
indirectly by him. If he is not the beneficial owner of any such securities,
make a statement to that effect.
7. Remuneration and other transactions with
management and others. Furnish the information reported or required in item One
of Schedule SIS under the heading "Information Regarding Management and
Directors" if action is to be taken with respect to (1) the election of
directors, (2) any remuneration plan, contract or arrangement in which any
director, nominee for election as a director, or officer of the insurer will
participate, (3) any pension or retirement plan in which any such person will
participate, or (4) the granting or extension to any such person of any
options, warrants or rights to purchase any securities, other than warrants or
rights issued to security holders, 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 One-A of the aforesaid heading
of Schedule SIS.
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)
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 security holders, in a manner which would
materially increase the cost thereof to the insurer or 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.
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:
(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; and (3)
the amount of such annual payments to be made for the benefit of (a) each
person named in item 7 of this schedule, (b) directors and officers as a group
and (c) employees as a group.
(c)
If the plan to be acted upon may be amended, other than by a vote of security
holders, in a manner which would materially increase the cost thereof to the
insurer or materially alter the allocation of the benefits as between the
groups specified in subparagraph (b) (3) of this item, the nature of such
amendments should be specified.
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
security holders on a pro rata basis, furnish the following information:
(a) The title and amount of securities 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 securities called for or
to be called for by the warrants, as of the latest practicable date.
(b) If known, state separately the amount of
securities 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 per cent or more of the securities called
for or to be called for by such warrants.
(c) If known, state also the total amount of
securities 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.
11. Authorization or issuance of securities.
(a) If action is to be taken with respect to
the authorization or issuance of any securities of the insurer, furnish the
title, amount and description of the securities to be authorized or
issued.
(b) If the shares of
securities are other than additional shares of common stock of a class
outstanding, furnish a brief summary of the following, if applicable: Dividend,
voting, liquidation, pre-emptive and conversion rights, redemption and sinking
fund provisions, interest rate and date of maturity.
(c) If the shares of securities 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 report.
12. Mergers, consolidations, acquisitions and
similar matters.
(a) If action is to be taken
with respect to a merger, consolidation, acquisition or similar matter, furnish
in brief outline the following information:
(1) 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 security holders in order to
perfect such rights;
(2) the
material features of the plan or agreement;
(3) the business done by the company to be
acquired or whose assets are being acquired;
(4) if available, the high and low sales
prices for each quarterly period within two years;
(5) the percentage of outstanding shares
which must approve the transaction before it is consummated.
(b) For each company involved in a
merger, consolidation or acquisition, the following financial statements should
be furnished:
(1) A comparative balance sheet
as of the close of the last two fiscal years;
(2) a comparative statement of operating
income and expenses for each of the last two fiscal years and, as a
continuation of each statement, a statement of earnings per share after related
taxes and cash dividends paid per share;
(3) 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.
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.
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 security holders, state the
nature of such matter, the reason for submitting it to a vote of security
holders and what action is intended to be taken by the management in the event
of a negative vote on the matter by the security holders.
15. Amendment of charter, bylaws or other
documents. If action is to be taken with respect to any amendment of the
insurer's charter, bylaws 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.