Mississippi Administrative Code › Title 19 - Department of Insurance › Part 1 - General › Chapter 12 - (81-SIS-3) Proxies, Consents and Authorizations of Domestic Stock Insurers › Rule 19-1-12.03 - Definitions

Current through June 25, 2024
The following definitions apply unless the context otherwise
				  requires:
A. Affiliate. An "affiliate" of, or a person affiliated with
				  a specified person is a person that directly, or indirectly through one or more
				  intermediaries, controls, or is controlled by, or is under common control with,
				  the person specified.
Associate. The term "associate" used to indicate a
				  relationship with any person, means:
1. any corporation or organization (other than the issuer or
				  a majority owned subsidiary of the issuer) of which such person is an officer
				  or partner or is, directly or indirectly, the beneficial owner of 10 percent or
				  more of any class of equity securities,
2. any trust or other estate in which such person has
				  substantial beneficial interest or as to which such person serves as trustee or
				  in a similar fiduciary capacity, and
3. any relative or spouse of such person, or any relative of
				  such spouse, who has the same home as such person or who is a director or
				  officer of the issuer or any of its parents or subsidiaries.
B. Beneficial Owner. The term "beneficial owner" includes any
				  person who, directly or indirectly, through any contract, arrangement,
				  understanding, relationship, or otherwise has or shares:
1. voting power including the power to vote, or the power to
				  direct voting of, a security, or
2. investment power which includes the power to dispose of,
				  or to direct the disposition of, such security.
C. Control. The term "control" (including the terms
				  "controlling", "controlled by" and "under common control with") means the
				  possession, direct or indirect, of the power to direct or cause the direction
				  of the management and policies of a person, whether through the ownership of
				  voting securities, by contract, or otherwise.
D. Issuer. The term "issuer" means the issuer of the
				  securities in respect of which a proxy is solicited.
E. Last fiscal year
.
The term "last
				  fiscal year" of the issuer means the last fiscal year of the issuer ending
				  prior to the date of the meeting for which proxies are to be solicited.
F. Officer. The term "officer" means the president,
				  secretary, treasurer, any vice president in charge of a principal business
				  function (such as sales, administration or finance) and any other person who
				  performs similar policy making functions for the insurer.
G. Commissioner. The term "commissioner" means the
				  Commissioner of Insurance of the State of Mississippi.
H. Parent. A "parent" of a specified person is an affiliate
				  controlling such person directly, or indirectly thorough one or more
				  intermediaries.
I. Person. The term "person" means an individual, a
				  corporation, a partnership, an association, a joint stock company, a trust, any
				  unincorporated organization, or a government or political subdivision thereof.
				  As used in this subparagraph, the term "trust" shall include only a trust where
				  the interest or interests of the beneficiary or beneficiaries are evidenced by
				  a security.
J. Proxy statement. The term "proxy statement" means the
				  statement required by Section 5, whether or not contained in a single
				  document.
K. Solicitation.
1. The terms "solicit" and "solicitations" include:
a. any request for a proxy whether or not accompanied by or
				  included in a form of proxy:
b. any request to execute or not to execute, or to revoke, a
				  proxy; or
c. the furnishing of a form of proxy or other communication
				  to security holders under circumstances reasonably calculated to result in the
				  procurement, withholding or revocation of a proxy.
2. The terms do not apply, however, to the furnishing of a
				  form of proxy to a security holder upon the unsolicited request of such
				  security holder, the performance by the issuer of acts required by Section 9,
				  or the performance by any person of ministerial acts on behalf of a person
				  soliciting a proxy.
Miss. Code Ann. §
										83-5-1;
				  83-5-19; 83-19-79 (Rev. 2011)