(a)This section applies to all domestic stock insurers
except:
(i)A domestic stock insurer having less than one
hundred (100) stockholders, except that if ninety-five percent
(95%) or more of the insurer's stock is owned or controlled by a
parent or affiliated insurer, this section does not apply to
that insurer unless its remaining shares are held by five
hundred (500) or more stockholders;
(ii)Domestic stock insurers which file with the
securities and exchange commission forms of proxies, consents
and authorizations pursuant to the Securities Exchange Act of
1934 (15 U.S.C. § 78a et seq.), as amended. (b)Any domestic stock insurer subject to this section
shall seasonably furnish its stockholders in advance of
stockholders meetings, information in writing reasonably
adequate to inform
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(a) This section applies to all domestic stock insurers
except:
(i) A domestic stock insurer having less than one
hundred (100) stockholders, except that if ninety-five percent
(95%) or more of the insurer's stock is owned or controlled by a
parent or affiliated insurer, this section does not apply to
that insurer unless its remaining shares are held by five
hundred (500) or more stockholders;
(ii) Domestic stock insurers which file with the
securities and exchange commission forms of proxies, consents
and authorizations pursuant to the Securities Exchange Act of
1934 (15 U.S.C. § 78a et seq.), as amended.
(b) Any domestic stock insurer subject to this section
shall seasonably furnish its stockholders in advance of
stockholders meetings, information in writing reasonably
adequate to inform them of all matters to be presented by the
insurer's management for consideration of stockholders at the
meeting.
(c) No person shall solicit a proxy, consent or
authorization in respect of any stock of a domestic stock
insurer subject to this section unless he furnishes the person
solicited with written information reasonably adequate as to:
(i) The material matters in regard to which the
powers solicited are proposed to be used; and
(ii) The persons on whose behalf the solicitation is
made, and the interest of the persons in relation to those
matters.
(d) No person shall furnish to another, information which
the informer knows or has reason to believe is false or
misleading as to any material fact, or which fails to state any
material fact reasonably necessary to prevent any other
statement made from being misleading.
(e) Except as provided in subsection (f) of this section,
the form of all proxies shall:
(i) Conspicuously state on whose behalf the proxy is
solicited;
(ii) Provide for dating the proxy;
(iii) Impartially identify each matter or group of
related matters intended to be acted upon;
(iv) Provide means for the principal to instruct the
vote of his shares as to approval or disapproval of each matter
or group, other than election to office; and
(v) Be legibly printed, with context suitably
organized.
(f) A proxy may confer discretionary authority:
(i) As to matters in which choice is not specified
pursuant to paragraph (e)(iv) of this section, if the form
conspicuously states how it is intended to vote the proxy or
authorization in each such case; and
(ii) As to other matters which may come before the
meeting but unknown for a reasonable time prior to the
solicitation by the persons on whose behalf the solicitation is
made.
(g) No proxy shall confer authority to vote:
(i) For election of any person to any office for
which a bona fide nominee is not named in the proxy statement;
or
(ii) In any annual meeting, or adjournment thereof,
other than the annual meeting immediately following the date on
which the proxy statement and form are furnished stockholders.
(h) The commissioner may promulgate reasonable rules and
regulations to carry out the purpose of this section, and in so
doing shall consider rules and regulations promulgated for
similar purposes by the insurance supervisory officials of other
states.