Florida Administrative Code
69 - DEPARTMENT OF FINANCIAL SERVICES
69O - OIR - Insurance Regulation
Chapter 69O-143 - DOMESTIC INSURERS
Section 69O-143.031 - Requirements as to Proxy and Information Statement

Universal Citation: FL Admin Code R 69O-143.031

Current through Reg. 50, No. 187; September 24, 2024

(1) The form of proxy shall:

(a) Indicate in boldface type whether or not the proxy is solicited on behalf of the management;

(b) Provide a specifically designated blank space for dating the proxy; and,

(c) Identify clearly and impartially each matter or group of related matters intended to be acted upon, whether proposed by the management, or stockholders. No reference need be made to proposals as to which discretionary authority is conferred pursuant to subsection (3) hereof.

(2) Means shall be provided in the proxy for the person solicited to specify by ballot a choice between approval or disapproval of each matter or group of related matters referred to therein. A proxy may confer discretionary authority with respect to matters as to which a choice is not so specified if the form of proxy states in bold-face type how it is intended to vote the shares or authorization represented by the proxy in each such case.

(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 to:

(a) Vote for the election of any person to any office for which a bona fide nominee is not named in the proxy statement; or

(b) Vote at any annual meeting other than the next annual meeting (or any adjournment thereof) to be held after the date on which the proxy statement and form of proxy are first sent or given to stockholders.

(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.

(7) The filing with the Director of any proxy statement, form of proxy, information statement or other soliciting material shall not be deemed a finding by the Director that such material is accurate or complete or not false or misleading, or that the Director has passed upon the merits of or approved any statement contained therein, or any matter to be acted upon by security holders.

(8) No representation contrary to subsection (7) shall be made, provided that after approval by the Director of any matter required by law to be approved, the insurer may include as an exhibit to the proxy statement, form of proxy or information statement reproduction of such written approval.

Rulemaking Authority 624.308 FS. Law Implemented 624.307(1), 628.152 FS.

New 3-18-65, Repromulgated 12-24-74, Formerly 4-17.06, 4-17.006, 4-143.031.

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