Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 11 - Domestic Stock Insurance Companies-Proxies, and Consents and Authorizations › Section 11-12 - Schedule A; information required in proxy statement or information statement

Current through July 10, 2024
Authority: IC 27-1-3-7
Affected: IC 27-1-3-7
Sec. 12.
SCHEDULE A - INFORMATION REQUIRED IN PROXY STATEMENT OR
				  INFORMATION STATEMENT. Item 1. Revocability of Proxy. State whether or not the
				  person giving the proxy has the power to revoke it. If the right of revocation
				  before the proxy is exercised is limited or is subject to compliance with any
				  formal procedure, briefly describe such limitation or procedure.
Item 2. Dissenters' Rights of Appraisal. Outline briefly the
				  rights of appraisal or similar rights of dissenting security holders with
				  respect to any matter to be acted upon and indicate any statutory procedure
				  required to be followed by such security holders in order to perfect their
				  rights. Where such rights may be exercised only within a limited time after the
				  date of the adoption of a proposal, the filing of Articles of Incorporation
				  amendment, or other similar act, state whether the person solicited will be
				  notified of such date.
Item 3. Persons Making Solicitations Not Subject to Section
				  10
[
				  760 IAC 1-11-11
				  ]
.
(1) If the solicitation is
				made by the management of the insurer, so state. Give the name of any director
				of the insurer who has informed the management in writing that he intends to
				oppose any action intended to be taken by the management and indicate the
				action which he intends to oppose.
(2) If the solicitation is made otherwise
				than by the management of the insurer, state the names and addresses of the
				persons by whom and on whose behalf it is made and the names and addresses of
				the persons by whom the cost of solicitation has been or will be borne,
				directly or indirectly.
(3) If the
				solicitation is to be made by specially engaged employees or paid solicitors,
				state (i) the material features of any contract or arrangement for such
				solicitation and identify the parties, and (ii) the cost or anticipated cost
				thereof.
Item 4. Interest of Certain Persons in Matters to be Acted
				  Upon. Describe briefly any substantial interest, direct or indirect, by
				  security holdings or otherwise, of any director, nominee for election as
				  director, officer and, if the solicitation is made otherwise than on behalf of
				  management, each person on whose behalf the solicitation is made, in any matter
				  to be acted upon, other than elections to office.
Item 5. Voting Securities.
(1) State, as to each class of voting
				securities of the insurer entitled to be voted at the meeting, the number of
				shares outstanding and the number of votes to which each class is
				entitled.
(2) Give the date as of
				which the record list of security holders entitled to vote at the meeting will
				be determined. If the right to vote is not limited to security holders of
				record on that date, indicate the conditions under which other security holders
				may be entitled to vote.
(3) If
				action is to be taken with respect to the election of directors and if the
				persons solicited have cumulative voting rights, make a statement that they
				have such rights and state briefly the conditions precedent to the exercise
				thereof.
Item 6. Nominees and Directors.
If action is to be taken with respect to the election of
				  directors furnish the following information, in tabular form to the extent
				  practicable, with respect to each person nominated for election as a director
				  and each other person whose term of office as a director will continue after
				  the meeting:
(a) Name each such
				person, state when his term of office or the term of office for which he is a
				nominee will expire, and all other positions and offices with the insurer
				presently held by him, and indicate which persons are nominees for election as
				directors at the meeting.
(b) State
				his present principal occupation or employment and give the name and principal
				business of any corporation or other organization in which such employment is
				carried on. Furnish similar information as to all of his principal occupations
				or employments during the last five years, unless he is now a director and was
				elected to his present term of office by vote of security holders at a meeting
				for which proxies were solicited under this regulation
[ 760 IAC 1-11
				]
.
(c) If he is or has
				previously been a director of the insurer, state the period or periods during
				which he has served as such.
(d)
				State, as of the most recent practicable date, the approximate amount of each
				class of equity securities of the insurer or any of its parents, subsidiaries
				or affiliates other than directors' qualifying shares, beneficially owned
				directly or indirectly by him. If he is not the beneficial owner of any such
				securities, make a statement to that effect.
Item 7. Remuneration and Other Transactions with Management
				  and Others.
Furnish the information reported or required in Item One of
				  Schedule SIS under the heading "Information Regarding Management and Directors"
				  if action is to be taken with respect to (a) the election of directors, (b) any
				  remuneration plan, contract or arrangement in which any director, nominee for
				  election as a director, or officer of the insurer will participate, (c) any
				  pension or retirement plan in which any such person will participate, or (d)
				  the granting or extension to any such person of any options, warrants or rights
				  to purchase any securities, other than warrants or rights issued to security
				  holders, as such, on a pro rata basis. If the solicitation is made on behalf of
				  persons other than the management, information shall be furnished only as to
				  Item One-A of the aforesaid heading of Schedule SIS.
Item 8. Bonus, Profit Sharing and Other Remuneration
				  Plans.
If action is to be taken with respect to any bonus, profit
				  sharing, or other remuneration plan, of the insurer, furnish the following
				  information:
(a) A brief description
				of the material features of the plan, each class of persons who will
				participate therein, the approximate number of persons in each such class, and
				the basis of such participation.
(b) The amounts which would have been
				distributable under the plan during the last calendar year to (1) each person
				named in item seven of this schedule, (2) directors and officers as a group,
				and (3) all other employees as a group, if the plan had been in
				effect.
(c) If the plan to be acted
				upon may be amended (other than by a vote of security holders) in a manner
				which would materially increase the cost thereof to the insurer or to
				materially alter the allocation of the benefits as between the groups specified
				in paragraph (b) of this item, the nature of such amendments should be
				specified.
Item 9. Pension and Retirement Plans.
If action is to be taken with respect to any pension or
				  retirement plan of the insurer, furnish the following information:
(a) A brief description of the material
				features of the plan, each class of persons who will participate therein, the
				approximate number of persons in each such class, and the basis of such
				participation.
(b) State (1) the
				approximate total amount necessary to fund the plan with respect to past
				services, the period over which such amount is to be paid, and the estimated
				annual payments necessary to pay the total amount over such period; (2) the
				estimated annual payment to be made with respect to current services; and (3)
				the amount of such annual payment to be made for the benefit of (i) each person
				named in item seven of this schedule, (ii) directors and officers as a group
				and (iii) employees as a group.
(c)
				If the plan to be acted upon may be amended (other than by a vote of security
				holders) in a manner which would materially increase the cost thereof to the
				insurer or to materially alter the allocation of the benefits as between the
				groups specified in sub-paragraph (b) (3) of this item, the nature of such
				amendments should be specified.
Item 10. Options, Warrants, or Rights.
If action is to be taken with respect to the granting or
				  extension of any options, warrants or rights (all referred to herein as
				  "warrants") to purchase securities of the insurer or any subsidiary or
				  affiliate, other than warrants issued to all security holders on a pro rata
				  basis, furnish the following information:
(a) The title and amount of securities called
				for or to be called for, the prices, expiration dates and other material
				conditions upon which the warrants may be exercised, the consideration received
				or to be received by the insurer, subsidiary or affiliate for the granting or
				extension of the warrants and the market value of the securities called for or
				to be called for by the warrants, as of the latest practicable date.
(b) If known, state separately the total
				amount of securities called for by warrants received or to be received by the
				following persons, naming each such person:
(1) each person named in item seven of this
				schedule, and
(2) each other person
				who will be entitled to acquire five per cent or more of the securities called
				for or to be called for by such warrants.
(c) If known, state also the total amount of
				securities called for or to be called for by such warrants, received or to be
				received by all directors and officers of the company as a group and all
				employees, without naming them.