New Jersey Administrative Code
Title 11 - INSURANCE
Chapter 2 - INSURANCE GROUP
Subchapter 7 - INFORMATION REQUIRED BY PARTICIPANTS IN PROXY SOLICITATION IN ELECTION CONTESTS
Section 11:2-7.1 - Required information
Universal Citation: NJ Admin Code 11:2-7.1
Current through Register Vol. 56, No. 6, March 18, 2024
(a) Statements filed by or on behalf of a participant (other than the insurer) in a proxy solicitation in an election contest shall include the following information:
1. The name and address of the
insurer.
2. The participant's name
and business address.
3. The
participant's present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in
which such employment is carried on.
4. The participant's residence
address.
5. Information as to all
the participant's material occupations, positions, officers or employments
during the last ten years, including:
i.
Starting and ending dates of each; and
ii. The name, principal business and address
of any business corporation or other business organization in which each such
occupation, position, office or employment was carried on.
6. Whether or not the participant is or has
been a participant in any other proxy contest involving this company or other
companies within the past ten years. If so, the proxy statement shall:
i. Identify the principals;
ii. State the subject matter;
iii. Describe the participant's relationship
to the parties; and
iv. State the
outcome.
7. Whether or
not during the past ten years the participant has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). If so, the
proxy statement shall state:
i. The date(s)
of conviction;
ii. The nature of
conviction;
iii. The name and
location of the court; and
iv. The
penalty imposed or other disposition of the case.
8. A negative answer to (a)7 above need not
be included in the proxy statement or other proxy soliciting
material.
9. The amount of each
class of stock of the insurer which the participant owns beneficially, directly
or indirectly.
10. the amount of
each class of stock of the insurer which the participant owns of record but not
beneficially.
11. With respect to
the stock specified in (a)9 and 10 above, the proxy statement shall state:
i. The amounts acquired within the past two
years;
ii. The dates of
acquisition; and
iii. The amounts
acquired on each date.
12. If any part of the purchase price or
market value of any of the stock specified in (a)9 and 10 above is represented
by funds borrowed or otherwise obtained for the purpose of acquiring or holding
such stock, the proxy statement shall so state and shall indicate the amount of
the indebtedness as of the latest practicable date.
13. If any part of the purchase price or
market value of any of the stock specified in (a)9 and 10 above were borrowed
or obtained other than pursuant to a margin account or bank loan in the regular
course of business of a bank, broker or dealer, the proxy statement shall
briefly describe the transaction, and state the names of the parties.
14. Whether or not the participant is a party
to any contracts, arrangements or understandings with any person with respect
to any stock of the insurer.
i. If so, the
proxy statement shall:
(1) Name the persons
with whom such contracts, arrangements or understandings exist; and
(2) Give the details thereof.
ii. Such contracts, arrangements,
or understandings include, but are not limited to:
(1) Joint ventures;
(2) Loan or option arrangements;
(3) Puts or calls;
(4) Guarantees against loss or guarantees of
profits;
(5) Division of losses or
profits; or
(6) The giving or
withholding of proxies.
15. The amount of stock of the insurer owned
beneficially, directly or indirectly, by each of the participant's associates,
and the name and address of each such associate.
16. The amount of each class of stock of any
parent, subsidiary or affiliate of the insurer which the participant owns
beneficially, directly or indirectly.
17. The time and circumstances under which
the participant became a participant in the solicitation, and the nature and
extent of the participant's activities or proposed activities as a
participant.
18. The approximate
amount of any material interest, direct or indirect, of the participant and of
each of the participant's associates in any material transactions since the
beginning of the company's last fiscal year, or in any material proposed
transactions to which the company or any of its subsidiaries or affiliates was
or is to be a party (where practicable).
19. Whether or not the participant or any of
the participant's associates have any arrangement or understanding with any
person with respect to:
i. Any future
employment by the insurer or its subsidiaries or affiliates; or
ii. Any future transactions to which the
insurer or any of its subsidiaries or affiliates will or may be a
party.
20. If the
participant or the participant's associates have such arrangement as described
in (a)19 above, the proxy statement shall:
i.
Describe such arrangement or understanding; and
ii. State the names of the parties
thereto.
21. The
signature of the participant and the date, which shall be executed in the
following manner:
I certify that the statements made in the above statement are true, complete, and correct, to the best of my knowledge and belief.
| ...................................... | ...................................... |
| (Date) | (Signature of participant or authorized representative) |
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