Current through Reg. 50, No. 187; September 24, 2024
(1) Applicability. This section shall apply
to any solicitation subject to this chapter by any person or group for the
purpose of opposing a solicitation subject to this chapter 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" and "participant in a solicitation" include:
1. The insurer;
2. Any director of the insurer, and any
nominee for whose election as a director proxies are solicited;
3. 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 purposes of this section the term
"participant" and "participant in a solicitation" do not include:
1. A bank, broker or dealer who, in the
ordinary course of business, lends money or executes orders for the purchase of
sale of stock and who is not otherwise a participant;
2. 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;
3. 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 his
duties in the course of such employment;
4. 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
5. 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 rule
69O-143.037, F.A.C.
(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 Office
may authorize upon a showing of good cause therefor, there has been filed with
the Office by or on behalf of each participant in such solicitation, a
statement in duplicate containing the information specified by rule
69O-143.037, F.A.C., 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 Office'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 periods as the Office may authorize upon a showing of good cause
therefor, there shall be filed with the Office 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 rule
69O-143.037, F.A.C.
(c) If any solicitation on behalf of
management or any other person has been made, or if proxy material is ready for
distribution, prior to a solicitation subject to this section in opposition
thereto, a statement in duplicate containing the information specified in rule
69O-143.037, F.A.C., shall be
filed with the Office, 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 Office, by or on behalf of each such person, a
statement in duplicate containing the information specified by rule
69O-143.037, F.A.C., within
three business days after such person becomes a participant, or such longer
period as the Office 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 Office.
(f) Each
statement and amendment thereto filed, pursuant to this subsection shall be
part of the public files of the Office.
(4) Solicitations Prior to Furnishing
Required Proxy Statement. Notwithstanding the provisions of subsection (1) of
rule 69O-143.030, F.A.C., a
solicitation subject to this section may be made prior to furnishing
stockholders a written proxy statement containing the information specified in
rule 69O-143.036, F.A.C., 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 rule
69O-143.030, F.A.C., is
furnished to such persons; provided, however, that this paragraph (4)(b), shall
not apply where a proxy statement then meeting the requirements of rule
69O-143.036, F.A.C., has been
furnished to stockholders.
(c) At
least the information specified in paragraphs (3)(b) and (c), of the statements
required by subsection (3), hereof, 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 rule
69O-143.036, F.A.C., with
respect to a solicitation is sent or given to stockholders at the earliest
practicable date.
(5)
Solicitations Prior to Furnishing Required Written Proxy Statements - 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 rule
69O-143.030, F.A.C., shall be
filed with the Office 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 such shorter period as the Office may authorize upon a showing of
good cause therefor.
(6)
Application of this section to Report. Notwithstanding the provisions of
subsections (1) and (2) of rule
69O-143.030, F.A.C., two copies
of any portion of the report referred to in subsection (1) of rule
69O-143.030, F.A.C., which
comments upon or refers to any solicitation subject to this section, or to any
participant in any such solicitation, other than the solicitation by the
management, shall be filed with the Office as proxy material subject to this
rule. Such portion of the report shall be filed with the Office, in preliminary
form, at least five business days prior to the date copies of the report are
first sent or given to the stockholders. All filings required by this rule
shall be filed electronically at
http://www.floir.com/iportal.
Rulemaking Authority 624.308 FS. Law Implemented
624.307(1), 624.424, 628.152 FS.
New 3-18-65, Repromulgated 12-24-74, Formerly 4-17.10,
4-17.010, 4-143.035, Amended 7-30-17.
