Current through Register Vol. 48, No. 12, March 22, 2024
Item 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
that limitation or procedure.
Item
2. Dissenters' Rights of Appraisal.
Outline briefly the rights of appraisal or similar rights of
dissenting security holders concerning any matter to be acted upon and indicate
any statutory procedure required to be followed by those security holders in
order to perfect their rights. Where those rights may be exercised only within
a limited time after the date of the adoption of a proposal, the filing of an
amendment to Articles of Incorporation, or other similar act, state whether the
person solicited will be notified of such date.
Item 3. Persons Making Solicitation Not
Subject to Section
203.100
a) If the solicitation is made by the
management of the company, so state. Give the name of any director of the
company 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 other than by the management of the company, 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 (i) the material features
of any contract or arrangement for the solicitation and identify the parties,
and (ii) the cost or anticipated cost thereof.
Item 4. Interest of Certain Persons in
Matters to Be Acted Upon.
Describe briefly any substantial interests, directly or
indirectly, by security holdings or otherwise, of any director, nominee for
election as director, officer and, if the solicitation is made other 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.
Item 5. Voting Securities
a) State, as to each class of voting
securities of the company 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 security holders entitled to vote at the meeting will
be determined. If the right to vote is not limited to security holders of
record on that date, indicate the conditions under which other security holders
may be entitled to vote.
c) If
action is to be taken concerning 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 of those
rights.
Item 6. Nominees
and Directors
If action is to be taken concerning the election of directors,
furnish the following information, in tabular form to the extent practical,
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 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 company 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 the name and principal business of any
corporation or other organization by which he is employed. Furnish similar
information as to all of his principal occupations or employments during the
last 5 years, unless he is now a director and was elected to his present term
of office by a vote of security holders at a meeting for which proxies were
solicited under this regulation;
c)
If he is or has previously been a director of the company, state the period or
periods during which he served as a director of the company; and
d) State, as of the most recent practical
date, the approximate number of shares of each class of equity securities of
the company or any of its parents, subsidiaries or affiliates other than
director's qualifying shares, beneficially owned directly or indirectly by him.
If he is not the beneficial owner of any of those securities, make a statement
to that effect.
Item 7.
Remuneration and other Transactions With Management and Others.
Furnish the information reported or required in Item One of
Schedule SIS of the annual statement form as prescribed by the N.A.I.C. under
the heading "Information Regarding management and Directors" if action is to be
taken concerning (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 company 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 securities, other than warrants or rights issued to all security holders on
a pro rata basis. If the solicitation is made on behalf of persons other than
the management, information need be furnished only as to Item 1A of the
described heading of Schedule SIS.
Item
8. Bonus, Profit Sharing and Other Remuneration Plans.
If action is to be taken concerning any bonus, profit sharing,
or other remuneration plan of the company, furnish the following
information:
a) A brief description of
the material features of the plan, each class of persons who will participate
in the plan, the approximate number of persons in each class, and the basis of
participation;
b) The amounts which
would have been distributable under the plan during the last calendar year to
(1) each person named in Item 7 of this Exhibit, (2) directors and officers as
a group, and (3) all other employees as a group, if the plan had been in effect
as to other employees; and
c) If
the plan to be acted upon may be amended (other than by a vote of security
holders) in a manner which would materially increase the cost to the company or
would materially alter the allocation of the benefits as between the groups
specified in paragraph (b) of this Item, the nature of the amendments must be
specified.
Item 9.
Pension and Retirement Plans.
If action is to be taken concerning any pension or retirement
plan of the company, furnish the following information:
a) A brief description of the material
features of the plan, each class of persons who will participate in the plan,
the approximate number of persons in each class, and the basis of
participation;
b) State (1) 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; (2) the
estimated annual payment to be made for current services; and (3) the amount of
the annual payments to be made for the benefit of (i) each person named in Item
7 of this Exhibit, (ii) directors and officers as a group and (iii) employees
as a group; and
c) If the plan to
be acted upon may be amended (other than by a vote of security holders) in a
manner which would materially increase the cost thereof to the company or would
materially alter the allocation of the benefits between the groups specified in
sub-paragraph (3) of sub-paragraph (b) of this Item, the nature of the
amendments must be specified.
Item
10. Options, Warrants, or Rights.
If action is to be taken concerning the granting or extension
of any options, warrants or rights (all referred to in this Item as "warrants")
to purchase equity securities of the company or any subsidiary or affiliate,
other than warrants issued to all security holders on a pro rate basis, furnish
the following information:
a) The title
and number of shares of securities 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 company,
subsidiary or affiliate for the granting or extension of the warrants and the
market value of the securities called for or to be called for by the warrants,
as of the latest practical date;
b)
If known, state separately the total number of shares of securities called for
or to be called for by warrants received or to be received by the following
persons, naming each person: (1) each person named in Item 7 of this Exhibit,
and (2) each other person who will be entitled to acquire 5 per cent or more of
the securities called for or to be called for by the warrants; and
c) If known, state also the total number of
shares of securities 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.
Item
11. Authorization or Issuance of Securities.
a) If action is to be taken concerning the
authorization or issuance of any securities of the company, furnish the title,
number of shares or total face amount, as applicable, and description of the
securities to be authorized or issued.
b) If the securities are other than
additional shares of common stock of a class outstanding, furnish a brief
summary of the following, as applicable: dividend, voting, liquidation,
preemptive, and conversion rights, redemption and sinking fund provisions,
interest rate and date of maturity.
c) If the securities 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.
Item
12. Mergers, Consolidations, Acquisitions and Similar Matters.
a) If action is to be taken concerning 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
security holders in order to perfect their 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 sale prices
of all outstanding securities issued by each company involved for each
quarterly period within 2 years; and
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 must be
furnished;
1) A comparative balance sheet as
of the close of the last 2 fiscal years;
2) A comparative statement of operating
income and expenses for each of the last 2 fiscal years and, as a continuation
of each statement, a statement of earnings per share after related taxes and
cash dividends paid per share; and
3) A pro forma combined balance sheet and
income and expense statement for the last fiscal year giving effect to the
necessary adjustments with respect to the resulting company.
Item 13. Restatement of
Accounts.
If action is to be taken concerning the restatement of an
asset, capital, or surplus account of the company, 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;
and
c) State the name and amount of
each account affected by the restatement and the effect of the restatement on
each account.
Item 14.
Matters Not Required to Be Submitted.
If action is to be taken concerning any matter which is not
required to be submitted to a vote of security holders, state the nature of the
matter, the reason for submitting it to a vote of security holders and what
action is intended to be taken by the management in the event of a negative
vote on the matter by the security holders.
Item 15. Amendment of Articles of
Incorporation, By-Laws, or Other Documents.
If action is to be taken concerning any amendment to the
company's Articles of Incorporation, By-Laws or other documents about which
information is not otherwise required in this Exhibit, state briefly the
reasons for and general effect of the amendment and the vote required for its
approval.