Current through Reg. 50, No. 187; September 24, 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 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 protect 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 rule 69O-143.035, F.A.C.
(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 stockholding 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) Stocks and Principal
Stockholders.
(a) 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.
(b) Give the dates 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.
(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 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 stockholders at a meeting for which proxies
were solicited under this chapter.
(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 stock of the
insurer or any of its parents, subsidiaries or affiliates other than directors'
qualifying shares, beneficially owned directly or indirectly by him. If he is
not the beneficial owner of any such stocks 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:
(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 or 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 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 subsection
(7) of this section;
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 (8)(b) of this subsection, the nature of such amendments should be
specified.
(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;
and,
3. The amount of such annual
payments to be made for the benefit of:
a.
Each person named in subsection (7) of this section;
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 stockholders)
in a manner which would materially increase the cost thereof of the insurer or
to materially alter the allocation of the benefits as between the groups
specified in subparagraph (9)(b)3. of this subsection, 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 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 subsection (7) of
this section; and,
2. Each other
person who will be entitled to acquire five percent or more of the stock called
for or to 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.
(11) Authorization or Issuance of Stock.
(a) 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.
(b) If the shares of stock are other than
additional shares of common stock of 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.
(c) If the shares of stock to be authorized
or issued are other than additional shares of common stock of a class
outstanding, the Director 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 stockholders 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 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.
(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 the general effect of such
amendment and the vote needed for its approval.
Rulemaking Authority 624.308 FS. Law Implemented
624.307(1), 628.152 FS.
New 3-18-65, Repromulgated 12-24-74, Formerly 4-17.11,
4-17.011, 4-143.036.
