Current through August, 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 the 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 the
stockholders in order to perfect their rights. Where the 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 the date.
3.
Persons making solicitation
not subject to section
16-1-10.
(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 the director intends to
oppose any action intended to be taken by the management and indicate the
action which the director 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 the
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 stockholdings 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 date 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 person
solicited have cumulative voting rights, make a statement that they have the
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
director will continue after the meeting:
(1)
Name each person, state when the person's term of office or the term of office
for which the person is a nominee will expire, and all other positions and
offices with the insurer presently held by the person, and indicate which
persons are nominees for election as directors at the meeting.
(2) State the person's present principal
occupation or employment and give the name and principal business of any
corporation or other organization in which employment is carried on. Furnish
similar information as to all of the person's principal occupations or
employments during the last five years, unless the person is now a director and
was elected to the person's present term of office by a vote of stockholders at
a meeting for which proxies were solicited under this chapter.
(3) If the person is or has previously been a
director of the insurer, state the period or periods during which the person
has served.
(4) 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 the
person. If the person is not the beneficial owner of any 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 the exhibit entitled "Stockholder
Information Supplement" under the heading "Information Regarding Management and
Directors" if action is to be taken with respect to:
(1) The election of directors; or
(2) Any remuneration plan, contract or
arrangement in which any director, nominee for election as a director, or
officer of the insurer will participate; or
(3) Any pension or retirement plan in which
any person will participate; or
(4)
The granting or extension to any person of any options, warrants or rights to
purchase any stocks other than warrants or rights issued to stockholders on a
pro rata basis. If the solicitation is made on behalf of persons other than the
management, the information required need be furnished only as to nominees of
persons making the solicitation and associates of the nominees.
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:
(1) 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 class, and the basis of the
participation.
(2) The amounts
which would have been distributable under the plan during the last calendar
year to:
(A) Each person named is section 7
of schedule "A";
(B) Directors and
officers as a group; and
(C) To all
other employees as a group, if the plan had been in effect.
(3) 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 (2) of
this section, the nature of the 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:
(1) 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 class, and the basis of the
participation.
(2) State:
(A) The approximate total amount necessary to
fund the plan with respect to past services, the period over which the amount
is to be paid, and the estimated annual payments necessary to pay the total
amount over the period;
(B) The
estimated annual payment to be made with respect to current services;
and
(C) The amount of the annual
payments to be made for the benefit of:
(i)
Each person named in section 7 of schedule "A";
(ii) Directors and officers as a group;
and
(iii) Employees as a
group.
(3) 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 after the allocation of the benefits as between the groups
specified in subsection (2)(C), the nature of the 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:
(1) 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.
(2) 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 person:
(A) Each person named in section 7 of
schedule "A"; and
(B) Each other
person who will be entitled to acquire five per cent or more of the stock
called for or to be called for by the warrants.
(3) If known, state also the total amount of
stock called for or to be called for by the 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, pre-emptive, 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 insurance 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
stockholders in order to perfect the 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 required.
(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 shall 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 earning 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:
(1) State
the nature of the restatement and the date as of which it is to be
effective.
(2) Outline briefly the
reasons for the restatement and for the selection of the particular effective
date.
(3) 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 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, state briefly the reasons for and general
effect of the amendment and the vote needed for its
approval.
