Section 26-A1508. SPECIAL PROVISIONS APPLICABLE TO ELECTION CONTESTS

 

1508.1This section shall apply to any solicitation subject to this chapter by any person or group for the purpose of opposing a solicitation subject to this chapter by any other person or group with respect to the election or removal of directors at any annual or special meeting of stockholders.

 

1508.2For the purposes of this section the terms "participant" and "participant in a solicitation" include the following:

 

(a)The insurer;

 

(b)Any director of the insurer, and any nominee for whose election as a director proxies are solicited; and

 

(c)Any other person, acting alone or with one or more other persons, committees or groups, in organizing, directing, or financing the solicitation.

 

1508.3For the purposes of this section the terms "participant" and "participant in a solicitation" do not include the following:

 

(a)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;

 

(b)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;

 

(c)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 or her duties in the course of that employment;

 

(d)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

 

(e)Any officer or director of, or any person regularly employed by any other participant, if that officer, director, or employee is not otherwise a participant.

 

1508.4No solicitation subject to this section shall be made by any person other than the management of an insurer unless at least five (5) business days prior thereto, or any shorter period as the Commissioner may authorize upon a showing of good cause, there has been filed with the Commissioner, by or on behalf of each participant in that solicitation, a statement in duplicate containing the information specified by Schedule B of Appendix 15-2 of this chapter and a copy of any material proposed to be distributed to stockholders in furtherance of such solicitation.

 

1508.5Where preliminary copies of any materials are filed pursuant to §1508.4, distribution to stockholders should be deferred until the Commissioner's comments have been received and complied with.

 

1508.6Within five (5) business days after a solicitation subject to this section is made by the management of an insurer, or any longer period as the Commissioner may authorize upon a showing of good cause, there shall be filed with the Commissioner by or on behalf of each participant in that 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 Schedule B of Appendix 15-2.

 

1508.7If 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 Schedule B shall be filed with the Commissioner by or on behalf of each participant in that prior solicitation, other than the insurer, as soon as reasonably practicable after the commencement of the solicitation in opposition thereto.

 

1508.8If, subsequent to the filing of the statements required by §§1508.4 - 1508.7, 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 Schedule B, within three business days after that person becomes a participant, or any longer period as the Department may authorize upon a showing of good cause.

 

1508.9If any material change occurs in the facts reported in any statement filed by or on behalf of any participant, an appropriate amendment to that statement shall be filed promptly with the Commissioner.

 

1508.10Each statement and amendment thereto filed pursuant to this paragraph shall be part of the public files of the Commissioner.

 

1508.11Notwithstanding the provisions of §1503.1 a solicitation subject to this section may be made prior to furnishing stockholders a written proxy statement containing the information specified in Schedule A with respect to that solicitation; Provided, that the following requirements are met:

 

(a)The statements required by §§1508.4-1508.10 are filed by or on behalf of each participant in that solicitation;

 

(b)No form of proxy is furnished to stockholders prior to the time the written proxy statement required by §1503.1 is furnished to such persons; Provided, that the requirements of this sub-subsection shall not apply where a proxy statement then meeting the requirements of Schedule A has been furnished to stockholders;

 

(c)At least the information specified in §§1508.6 - 1508.7 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; and

 

(d)A written proxy statement containing the information specified in Schedule A with respect to a solicitation is sent or given stockholders at the earliest practicable date.

 

1508.12Two (2) copies of any soliciting material proposed to be sent or given to stockholders prior to the furnishing of the written proxy statement required by §1503.1 shall be filed with the Commissioner in preliminary form at least five (5) business days prior to the date definitive copies of that material are first sent or given to those persons, or shorter period as the Commissioner may authorize upon a showing of good cause therefor.

 

1508.13Notwithstanding the provisions of §§1503.2 and 1503.3, two (2) copies of any portion of the report referred to in §1503.2 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 chapter. That portion of the report shall be filed with the Commissioner in preliminary form at least five (5) business days prior to the date copies of the report are first sent or given to stockholders.