West Virginia Code of State Rules
Agency 114 - Insurance Commission
Title 114 - LEGISLATIVE RULE INSURANCE COMMISSIONER
Series 114-01 - Proxies, Consents And Authorizations Of Domestic Stock Insurers
Section 114-1-4 - 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
Universal Citation: 114 WV Code of State Rules 114-1-4
Current through Register Vol. XLI, No. 38, September 20, 2024
4.1. Insurer. -- State the name and address of the insurer.
4.2. Identity and background.
(a) State the following:
(1) Your name and business address.
(2) Your 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.
(b) State the following:
(1) Your residence address.
(2) Information as to all material occupations,
positions, officers or employments during the last ten (10) years, giving starting
and ending dates of each and 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.
(c) State whether or not you are or have been a
participant in any other proxy contest involving this company or other companies
within the past ten (10) years. If so, identify the principals, the subject matter
and your relationship to the parties and the outcome.
(d) State whether or not, during the past ten (10)
years, you have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and, if so, give dates, nature of conviction,
name and location of court, and penalty imposed or other disposition of the case. A
negative answer to this Paragraph (d) need not be included in the proxy statement or
other proxy soliciting material.
4.3. Interest in stock of the insurer.
(a) State the amount of each class of stock of the
insurer which you own beneficially, directly or indirectly.
(b) State the amount of each class of stock of the
insurer which you own of record but not beneficially.
(c) State with respect to the stock specified in
Paragraph (a) and (b) of these rules the amounts acquired within the past two (2)
years, the dates of acquisition and the amounts acquired on each date.
(d) If any part of the purchase price or market
value of any of the stock specified in Paragraph (c) of these rules is represented
by funds borrowed or otherwise obtained for the purpose of acquiring or holding such
stock, so state and indicate the amount of the indebtedness as of the latest
practicable date. If such funds were borrowed or obtained otherwise than pursuant to
a margin account or bank loan in the regular course of business of a bank, broker or
dealer, briefly describe the transaction and state the names of the
parties.
(e) State whether or not you
are a party to any contracts, arrangements or understandings with any person with
respect to any stock of the insurer, including, but not limited to, joint ventures,
loan or option arrangements, puts or calls, guarantees against loss or guarantees of
profits, division of losses or profits, or the giving or withholding of proxies. If
so, name the persons with whom such contracts, arrangements or understandings exist
and give the details thereof.
(f) State
the amount of stock of the insurer owned beneficially, directly or indirectly, by
each of your associates and the name and address of each such associate.
(g) State the amount of each class of stock of any
parent, subsidiary or affiliate of the insurer which you own beneficially, directly
or indirectly.
4.4. Further matters.
(a) Describe the time and circumstances
under which you became a participant in the solicitation and state the nature and
extent of your activities or proposed activities as a participant.
(b) Describe briefly and where practicable state
the approximate amount of, any material interest, direct or indirect, of yourself
and of each of your 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.
(c) State whether or not you or
any of your associates have any arrangement or understanding with any person.
(1) With respect to any future employment by the
insurer or its subsidiaries or affiliates; or
(2) With respect to any future transactions to
which the insurer or any of its subsidiaries or affiliates will or may be a party.
If so, describe such arrangement or understanding and state the names of the parties thereto.
4.5. 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)
Disclaimer: These regulations may not be the most recent version. West Virginia may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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