Current through Rules and Regulations filed through March 20, 2024
(1) Applicability.
This section shall apply to any solicitation subject to this regulation by any
person or group for the purpose of opposing a solicitation subject to this
regulation by any other person or group with respect to the election or removal
of directors at any annual or special meeting of securityholders.
(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 person, committee or groups, in organizing, directing or
financing the solicitation.
(b) For the purposes of this section the
terms "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 or
sale of securities and who is not otherwise a participant;
2. any person or organization retained or
employed by a participant to solicit securityholders 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
120-2-7-.13.
(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
Commissioner may authorize upon a showing of good cause therefor, there has
been filed, with the Commissioner by or on behalf of each participant in such
solicitation, a statement in duplicate containing the information specified in
Rule 120-2-7-.13 and
a copy of any material proposed to be distributed to securityholders in
furtherance of such solicitation. Where preliminary copies of any materials are
filed, distribution to securityholders should be deferred until the
Commissioner'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 Commissioner may authorize upon a showing of good
cause therefor, there shall be filed with the Commissioner 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
120-2-7-.13 hereof.
(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
120-2-7-.13 shall be filed with the
Commissioner, 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 Rule, additional
persons become participants in a solicitation subject to this rule, there shall
be filed with the Commissioner, by or on behalf of each such person, a
statement in duplicate containing the information specified in Rule
120-2-7-.13, within three business
days after such person becomes a participant, or such longer period as the
Commissioner 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
Commissioner.
(f) Each statement
and amendment thereto filed pursuant to this Subsection (3) shall be part of
the public files of the Commissioner.
(4) Solicitation prior to furnishing required
written proxy statement. Notwithstanding the provisions of Rule
120-2-7-.05(1), a
solicitation subject to this section may be made prior to furnishing
securityholders a written proxy statement containing the information specified
in Rule 120-2-7-.12
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 securityholders prior to the time the written proxy statement
required by Rule
120-2-7-.05(1) is
furnished to such persons: Provided, however, that this paragraph (b) shall not
apply where a proxy statement then meeting the requirements of Rule
120-2-7-.12 has been furnished to
securityholders.
(c) At least the
information specified in paragraphs (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
securityholders in connection with the solicitation.
(d) A written proxy statement containing the
information specified in Rule
120-2-7-.12 with respect to a
solicitation is sent or given securityholders 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
securityholders prior to the furnishing of the written proxy statement required
by Rule 120-2-7-.05(1)
shall be filed with the Commissioner in preliminary form at least five business
days prior to the date definitive copies of such material are first sent or
given to such person, or such shorter period as the Commissioner may authorize
upon a showing of good cause therefor.
(6) Application of this Section to Report.
Notwithstanding the provisions of Rule
120-2-7-.05(2) and
120-2-7-.05(3) two
copies of any portion of the report referred to in Rule
120-2-7-.05(2)
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 Commissioner as proxy material subject to
this regulation. Such portion of the report shall be filed with the
Commissioner in preliminary form at least five business days prior to the date
copies of the report are first sent or given to securityholders.
Ga. L. 1960, pp. 289,
305, 1965, pp. 378 to 380.
