 |
Regulations of Connecticut State Agencies (Last Updated: June 14,2023) |
 |
Title38a Insurance Department |
|
|
SubTitle38a-147-1_38a-147-10. Proxies, Consents and Authorizations of Domestic Stock Insurers |
| Sec. 38a-147-1. Application |
|
Latest version.
|
|
This regulation is applicable to each domestic stock insurer which has any class of equity security held of record by one hundred or more persons; provided this regulation shall not apply to any insurer if ninety-five per cent or more of its equity securities is owned or controlled by a parent or an affiliated insurer and the remaining securities are held of record by less than five hundred persons. A domestic stock insurer which files with the securities and exchange commission forms of proxies, consents and authorizations complying with the requirements of the securities exchange act of 1934, as amended, and the applicable regulations promulgated thereunder, shall be exempt from the provisions of this regulation with respect to any class of securities subject to the jurisdiction of said commission. |
|
(Effective September 25, 1992) |
| Sec. 38a-147-2. Proxies, consents and authorizations |
|
Latest version.
|
|
No domestic stock insurer, or any director, officer or employee of such insurer subject to section 38a-147-1, 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 class of equity security of such insurer held of record by one hundred or more persons in contravention of this regulation and Schedules A and B hereto annexed and hereby made a part of this regulation. |
|
(Effective September 25, 1992) |
| Sec. 38a-147-3. Information statement |
|
Latest version.
|
|
Unless proxies, consents or authorizations in respect of any class of equity security of a domestic insurer subject to section 38a-147-1 are solicited by or on behalf of the management of such insurer from the holders of record of such security prior to any annual or other meeting of such security holders, such insurer shall, in accordance with this regulation and the schedule thereunder, file with the insurance commissioner, hereafter referred to as commissioner, and transmit to all security holders of record information substantially equivalent to the information which would be required to be transmitted if a solicitation were made. Such insurer shall transmit a written information statement containing the information specified in subsection (d) of section 38a-147-5 to every security holder who is entitled to vote in regard to any matter to be acted upon at the meeting and from whom a proxy is not solicited on behalf of the management of the insurer, except that, in the case of a class of securities in unregistered or bearer form, such statement need be transmitted only to those security holders whose names and addresses are known to the insurer. |
|
(Effective September 25, 1992) |
| Sec. 38a-147-4. Definitions |
|
Latest version.
|
|
(a) The definitions and instructions set out in Schedule SIS, as promulgated by the National Association of Insurance Commissioners, attached as Exhibit 1 hereto, shall be applicable for purposes of this regulation. (b) The terms "solicit" and "solicitation" for purposes of this regulation shall include: (1) Any request for a proxy, whether or not accompanied by or included in a form of proxy; or (2) any request to execute or not to execute, or to revoke, a proxy; or (3) the furnishing of a proxy or other communication to stockholders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy. (c) The terms "solicit" and "solicitation" shall not include: (1) Any solicitation by a person in respect of securities of which he is the beneficial owner; (2) action by a broker or other person in respect to securities carried in his name or in the name of his nominee in forwarding to the beneficial owner of such securities soliciting material received from the company, or impartially instructing such beneficial owner to forward a proxy to the person, if any, to whom the beneficial owner desires to give a proxy, the beneficial owner desires or impartially requesting instructions from the beneficial owner with respect to the authority to be conferred by the proxy and stating that a proxy will be given if the instructions are received by a certain date; (3) the furnishing of a form of proxy to a security holder upon the unsolicited request of such security holder, or the performance by any person of ministerial acts on behalf of a person soliciting a proxy. (d) The term "equity security" shall have the same meaning given to it in section 38a-117 of the general statutes. |
|
(Effective September 25, 1992) |
| Sec. 38a-147-5. Information furnished to security holders |
|
Latest version.
|
|
(a) No solicitation subject to this regulation shall be made unless each person solicited is concurrently furnished or has previously been furnished with a written proxy statement containing the information specified in Schedule A. (b) If the solicitation is made on behalf of the management of the insurer and relates to an annual meeting of security holders at which directors are to be elected, each proxy statement furnished pursuant to subsection (a) hereof shall be accompanied or preceded by an annual report, in preliminary or final form, to such security holders containing such financial statements for the last fiscal years as are referred to in Schedule SIS under the heading "Financial Reporting to Stockholders." Subject to the foregoing requirements with respect to financial statements, the annual report to security holders may be in any form deemed suitable by the management. (c) Two copies of each report sent to the security holders pursuant to this section shall be mailed to the commissioner, not later than the date on which such report is first sent or given to security holders or the date on which preliminary copies of solicitation material are filed with the commissioner pursuant to subsection (a) of section 38a-147-7, whichever date is later. (d) If no solicitation is being made by management of the insurer with respect to any annual or other meeting, such insurer shall mail to every security holder of record at least twenty days prior to the meeting date, an information statement as required by section 38a-147-3, containing the information called for by all of the items of Schedule A, other than items 1, 3 and 4 thereof, which would be applicable to any matter to be acted upon at the meeting if proxies were to be solicited in connection with the meeting. If such information statement relates to an annual meeting at which directors are to be elected, it shall be accompanied by an annual report to such security holders in the form provided in subsection (b) hereof. |
|
(Effective September 25, 1992) |
| Sec. 38a-147-6. Requirements of proxy |
|
Latest version.
|
|
(a) The form of proxy (1) shall indicate in bold-faced type whether or not the proxy is solicited on behalf of the management, (2) shall provide a specifically designated blank space for dating the proxy and (3) shall identify clearly and impartially each matter or group of related matters intended to be acted upon, whether proposed by the management or security holders. No reference need be made to proposals as to which discretionary authority is conferred pursuant to subsection (c) hereof. (b) (1) Means shall be provided in the proxy for the person solicited to specify by ballot a choice between approval or disapproval of each matter or group of related matters referred to therein, other than elections to office. A proxy may confer discretionary authority with respect to matters as to which a choice is not so specified if the form of proxy states in bold-faced type how it is intended to vote the shares or authorization represented by the proxy in each such case. (2) A form of proxy which provides both for elections to office and for action on other specified matters shall be prepared so as to clearly provide, by a box or otherwise, means by which the security holder may withhold authority to vote for elections to office. Any such form of proxy which is executed by the security holder in such manner as not to withhold authority to vote for elections to office shall be deemed to grant such authority, provided the form of proxy shall so state in boldfaced type. (c) A proxy may confer discretionary authority with respect to other matters which may come before the meeting, provided the persons on whose behalf the solicitation is made are not aware a reasonable time prior to the time the solicitation is made that any other matters are to be presented for action at the meeting and provided further that a specific statement to that effect is made in the proxy statement or in the form of proxy. (d) No proxy shall confer authority (1) to vote for the election of any person to any office for which a bona fide nominee is not named in the proxy statement or (2) to vote at any annual meeting other than the next annual meeting, or any adjournment thereof, to be held after the date on which the proxy statement and form of proxy are first sent or given to security holders. (e) The proxy statement or form of proxy shall provide, subject to reasonable specified conditions, that the proxy will be voted and that, where the person solicited specifies by means of ballot provided pursuant to subsection (b) hereof a choice with respect to any matter to be acted upon, the vote will be in accordance with the specifications so made. (f) The information included in the proxy statement or information statement shall be clearly presented and the statements made shall be divided into groups according to subject matter, with appropriate headings. All printed proxy statements or information statements shall be clearly and legibly presented. |
|
(Effective September 25, 1992) |
| Sec. 38a-147-7. Material to be filed |
|
Latest version.
|
|
(a) Two preliminary copies of the proxy statement and form of proxy and any other soliciting material to be furnished to security holders concurrently therewith shall be filed with the commissioner at least ten days prior to the date definitive copies of such material are first sent or given to security holders, or such shorter period prior to that date as the commissioner may authorize upon a showing of good cause therefor. (b) Two preliminary copies of any additional soliciting material relating to the same meeting or subject matter to be furnished to security holders subsequent to the proxy statements shall be filed with the commissioner at least two days, exclusive of Saturdays, Sundays or holidays, prior to the date copies of this material are first sent or given to security holders or a shorter period prior to such date as the commissioner may authorize upon a showing of good cause therefor. (c) Two definitive copies of the proxy statement, form of proxy and all other soliciting material, in the form in which this material is furnished to security holders, shall be filed with, or mailed for filing to, the commissioner not later than the date such material is first sent or given to the security holders. (d) Where any proxy statement, form of proxy or other material filed pursuant to these rules is amended or revised, two of the copies shall be marked to clearly show such changes. (e) Copies of replies to inquiries from security holders requesting further information and copies of communications which do no more than request that forms of proxy theretofore solicited be signed and returned need not be filed pursuant to this section. (f) Notwithstanding the provisions of subsections (a) and (b) hereof and of subsection (e) of section 38a-147-10, copies of soliciting material in the form of speeches, press releases and radio or television scripts may, but need not, be filed with the commissioner prior to use or publication. Definitive copies, however, shall be filed with or mailed for filing to the commissioner as required by subsection (c) hereof not later than the date such material is used or published. The provisions of subsections (a) and (b) hereof and subsection (e) of section 38a-147-10 shall apply, however, to any reprints or reproductions of all or any part of such material. |
|
(Effective September 25, 1992) |
| Sec. 38a-147-8. False or misleading statements |
|
Latest version.
|
|
No proxy statement, form of proxy, notice of meeting, information statement, or other communication, written or oral, subject to this regulation shall contain 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 same meeting or subject matter which has become false or misleading. |
|
(Effective September 25, 1992) |
| Sec. 38a-147-9. Exclusion |
|
Latest version.
|
|
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 security holder. |
|
(Effective September 25, 1992) |
| Sec. 38a-147-10. Special provisions |
|
Latest version.
|
|
(a) 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 security holders. (b) (1) For purposes of this section the terms "participant" and "participant in a solicitation" include: (A) The insurer; (B) any director of the insurer, and any nominee for whose election as a director proxies are solicited; (C) any other person, acting alone or with one or more other persons, committees or groups, in organizing, directing or financing the solicitation. (2) For the purposes of this section the terms "participant" and "participant in a solicitation" do not include: (A) A bank, broker or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of securities and who is not otherwise a participant; (B) any person or organization retained or employed by a participant to solicit security holders 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 duties in the course of such 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 such officer, director or employee is not otherwise a participant. (c) (1) 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 Schedule B and a copy of any material proposed to be distributed to security holders in furtherance of such solicitation. Where preliminary copies of any materials are filed, distribution to security holders should be deferred until the commissioner's comments have been received and complied with. (2) 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 Schedule B. (3) 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 Schedule B 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. (4) If, subsequent to the filing of the statements required by subdivisions (1), (2) and (3) of this subsection, additional persons become participants in a solicitation subject to this regulation, 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 such person becomes a participant, or such longer period as the commissioner may authorize upon a showing of good cause therefor. (5) 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. (6) Each statement and amendment thereto filed pursuant to this subsection shall be part of the public files of the commissioner. (d) Notwithstanding the provisions of subsection (a) of section 38a-147-5, a solicitation subject to this section may be made prior to furnishing security holders a written proxy statement containing the information specified in Schedule A with respect to such solicitation, provided (1) the statements required by subsection (c) hereof are filed by or on behalf of each participant in such solicitation; (2) no form of proxy is furnished to security holders prior to the time the written proxy statement required by subsection (a) of section 38a-147-5 is furnished to such persons; provided this subdivision (2) shall not apply where a proxy statement then meeting the requirements of Schedule A has been furnished to security holders; (3) at least the information specified in subdivisions (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 security holders in connection with the solicitation; (4) a written proxy statement containing the information specified in Schedule A with respect to a solicitation is sent or given security holders at the earliest practicable date. (e) Two copies of any soliciting material proposed to be sent or given to security holders prior to the furnishing of the written proxy statement required by subsection (a) of section 38a-147-5 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 such shorter period as the commissioner may authorize upon a showing of good cause therefor. (f) Notwithstanding the provisions of subsections (b) and (c) of section 38a-147-5, two copies of any portion of the report referred to in subsection (b) of section 38a-147-5 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 security holders. |
|
(Effective September 25, 1992) |
| Schedule A. Information Required in Proxy Statement |
| 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 |
| Exhibit 1. Stockholder information supplement |