Current through December 21, 2024
(a)
Applicability. This section shall apply to any solicitation subject to this
regulation by any person or group for the purpose of opposing a solicitation
subject to this regulation by any other person or group with respect to the
election or removal of directors at any annual or special meeting of
stockholders.
(b) Participant or
Participant in a Solicitation.
(i) For
purposes of this section the terms "participant' and "participant in a
solicitation" include:
(i) the
insurer;
(ii) any director of the
insurer, and any nominee for whose election as a director proxies are
solicited;
(iii) any other person,
acting alone or with one or more other persons, committees or groups, in
organizing, directing or financing the solicitation.
(ii) For the purposes of this section the
terms "participant and "participant in a solicitation" do not include:
(i) a bank, broker or dealer who, in the
ordinary course of business, lends money or executes orders for the purchase or
sale of stock and who is not otherwise a participant;
(ii) any person or organization retained or
employed by a participant to solicit stockholders or any person who merely
transmits proxy soliciting material or performs ministerial or clerical duties;
(iii) any person
employed in the capacity of attorney, accountant, or advertising, public
relations or financial adviser, and whose activities are limited to the
performance of his duties in the course of such employment;
(iv) any person regularly employed as an
officer or employee of the insurer or any of its subsidiaries or affiliates who
is not otherwise a participant; or
(v) any officer or director of, or any person
regularly employed by any other participant, if such officer, director, or
employee is not otherwise a participant.
(c) Filing of Information Required by Chapter
8.
(i) No solicitation subject to this
section shall be made by any person other than the management of an insurer
unless at least five business days prior thereto, or such shorter period as the
Commissioner may authorize upon a showing of good cause therefor, there has
been filed, with the Commissioner, by or on behalf of each participant in such
solicitation, a statement in duplicate containing the information specified by
Chapter 8 and a copy of any material proposed to be distributed to stockholders
in furtherance of such solicitation. Where preliminary copies of any materials
are filed, distribution to stockholders should be deferred until the
Commissioner's comments have been received and complied with.
(ii) Within five business days after a
solicitation subject to this section is made by the management of an insurer,
or such longer period as the Commissioner may authorize upon a showing of good
cause therefor, there shall be filed with the Commissioner by or on behalf of
each participant in such solicitation, other than the insurer, and by or on
behalf of each management nominee for director, a statement in duplicate
containing the information specified by Chapter 8.
(iii) If any solicitation on behalf of
management or any other person has been made, or if proxy material is ready for
distribution, prior to a solicitation subject to this section in opposition
thereto, a statement in duplicate containing the information specified in
Chapter 8 shall be filed with the Commissioner by or on behalf of each
participant in such prior solicitation, other than the insurer, as soon as
reasonably practicable after the commencement of the solicitation in opposition
thereto.
(iv) If, subsequent to the
filing of the statements required by paragraphs (i), (ii) and (iii) of this
subsection, additional persons become participants in a solicitation subject to
this rule, there shall be filed with the Commissioner, by or on behalf of each
such person, a statement in duplicate containing the information specified by
Chapter 8, within three business days after such person becomes a participant,
or such longer period as the Commissioner may authorize upon a showing of good
cause therefor.
(v) If any material
change occurs in the facts reported in any statement filed by or on behalf of
any participant, an appropriate amendment to such statement shall be filed
promptly with the Commissioner.
(vi) Each statement and amendment thereto
filed pursuant to this paragraph shall be part of the public files of the
Commissioner.
(d)
Solicitations Prior to Furnishing Required Written Proxy Statement.
Notwithstanding the provisions of subsection a. of section five, a solicitation
subject to this section may be made priorto furnishing stockholders a written
proxy statement containing the information specified in Chapter 7 with respect
to such solicitation, provided that-
(i) The
statements required by subsection c. hereof are filed by or on behalf of each
participant in such solicitation.
(ii) No form of proxy is furnished to
stockholders prior to the time the written proxy statement required by
subsection a. of section five is furnished to such persons: Provided, however,
that this paragraph (2) shall not apply where a proxy statement then meeting
the requirements of Chapter 7 has been furnished to stockholders.
(iii) At least the information specified in
paragraph (2) and (3) of the statements required by subsection c. hereof to be
filed by each participant, or an appropriate summary thereof, are included in
each communication sent or given to stockholders in connection with the
solicitation.
(iv) A written proxy
statement containing the information specified in Chapter 7 with respect to a
solicitation is sent or given stockholders at the earliest practicable
date.
(e) Solicitations
Prior to Furnishing Required Written Proxy Statement-Filing Requirements. Two
copies of any soliciting material proposed to be sent or given to stockholders
prior to the furnishing of the written proxy statement required by subsection
a. of section five shall be filed with the Commissioner in preliminary form at
least five business days prior to the date definitive copies of such material
are first sent or given to such persons, or shorter period as the Commissioner
may authorize upon a showing of good cause therefor.
(f) Application of This Section to Report.
Notwithstanding the provisions of subsections b. and c. of section five, two
copies of any portion of the report referred to in subsection b. of section
five which comments upon or refers to any solicitation subject to this section,
or to any participant in any such solicitation, other than the solicitation by
the management, shall be filed with the Commissioner as proxy material subject
to this regulation. Such portion of the report shall be filed with the
Commissioner in preliminary form at least five business days prior to the date
copies of the report are first sent or given to stockholders.
