South Carolina Code of Regulations
Chapter 69 - DEPARTMENT OF INSURANCE
Section 69-9 - Proxies, Consents and Authorizations of Domestic Insurers
Current through Register Vol. 48, 12, December 27, 2024
Effective Date: The following regulation shall be effective on and after April 1, 1966.
Section 1. Application of Regulation-- This regulation is applicable to all domestic insurers having one hundred or more stockholders; provided, however, that this regulation shall not apply to any insurer if ninety-five per cent or more of its stock is owned or controlled by a parent or an affiliated insurer and the remaining shares are held by less than five hundred stockholders. A domestic insurer which files with the Securities and Exchange Commission forms of proxies, consents and authorizations complying with the requirements of the Securities and Exchange Act of nineteen hundred thirty-four and the Securities and Exchange Acts Amendments of nineteen hundred sixty-four and Regulation X-14 of the Securities and Exchange Commission promulgated thereunder shall be exempt from the provisions of this regulation.
Section 2. Proxies, Consents and Authorizations-- any director, officer or employee of such insurer subject to Section 1 hereof, or any other person, shall solicit, or permit the use of his name to solicit, by mail or otherwise, any proxy, consent, or authorization in respect of any stock of such insurer in contravention of this regulation and Schedules A and B hereto annexed and hereby made a part of this regulation.
Section 3. Disclosure of Equivalent Information-- or authorizations in respect of a stock of a domestic insurer subject to Section 1 hereof are solicited by or on behalf of the management of such insurer from the holders of record of stock of such insurer in accordance with this regulation and the Schedules thereunder prior to any annual or other meeting, such insurer shall, in accordance with this regulation and/or such further regulations as the Commissioner may adopt, file with the Commissioner and transmit to all stockholders of record information substantially equivalent to the information which would be required to be transmitted if a solicitation were made.
Section 4. Definitions.
Section 5. Information to Be Furnished to Stockholders.
Section 6. Requirements as to Proxy.
Section 7. Material Required to Be Filed.
Section 8. False or Misleading Statements--No solicitation subject to this regulation shall be made by means of any proxy statement, form of proxy, notice of meeting, or other communication, written or oral, containing any statement which at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading.
Section 9. Prohibition of Certain Solicitations--No person making a solicitation which is subject to this regulation shall solicit any undated or postdated proxy or any proxy which provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the stockholder.
Section 10. Special Provisions Applicable to Election Contests.
Schedule A
Information Required in Proxy Statement
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 such limitation or procedure.
Item 2 Dissenters' Right 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 perfect 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.
Item 3 Persons Making Solicitations Not Subject to Section 10
Item 4 Interest of Certain Persons in Matters to Be Acted Upon--Describe briefly any substantial interest, direct or indirect, by stockholders 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.
Item 5 Stocks and Principal Stockholders
Item 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:
Item 7 Remuneration and Other Transactions With Management and Others--Furnish the information reported or required in Item 1 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 1A of the aforesaid heading of Schedule SIS.
Item 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:
Item 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:
Item 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:
Item 11 Authorization or Issuance of Stock
Item 12 Mergers, Consolidations, Acquisitions and Similar Matters
Item 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:
Item 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.
Item 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 and general effect of such amendment and the vote needed for its approval.
Schedule B
Information to be Included in Statements Filed By or on Behalf of a Participant (Other Than the Insurer) in a Proxy Solicitation in an Election Contest
Item 1 Insurer--State the name and address of the insurer.
Item 2 Identity and Background
Item 3 Interest in Stock of the Insurer
Item 4 Further Matters
If so, describe such arrangement or understanding and state the names of the parties thereto.
Item 5 Signature--The statement shall be dated and signed in the following manner:
I certify that the statements made in this statement are true, complete, and correct to the best of my knowledge and belief.
___________________________________ __________________________________________
Date Signature of participant or authorized
representative