Missouri Code of State Regulations › Title 20 - DEPARTMENT OF COMMERCE AND INSURANCE › Division 200 - Insurance Solvency and Company Regulation › Chapter 11 - Control and Management of Insurance Companies › Section 20 CSR 200-11.200 - Proxies, Consents, Authorizations and Disclosure Requirements

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule provides for the regulation of
				  proxies, consents and authorizations of domestic stock insurance companies in
				  Missouri in order to maintain state regulation of insurance. Domestic stock
				  insurance companies are exempt from Securities and Exchange Commission
				  regulations on condition that-a) they file annual statements with their
				  domiciliary insurance department, b) statutory regulation of insider trading
				  activities be enacted in each state and c) proxy rules substantially similar to
				  those of the Securities and Exchange Commission be adopted. The provisions of
				  this rule are substantially similar to those rules. This rule was adopted
				  pursuant to the provisions of section
				  374.045,
				  RSMo, implementing and effectuating section
				  375.191,
				  RSMo.
(1) Application of
				Rule. This rule is applicable to each domestic stock insurer which has any
				class of equity security held by record by one hundred (100) or more persons;
				provided, however, that this rule shall not apply to any insurer if ninety-five
				percent (95%) or more of its equity securities are owned or controlled by a
				parent or an affiliated insurer and the remaining securities are held of record
				by fewer than five hundred (500) persons. A domestic stock insurer which files
				with the Securities and Exchange Commission (SEC) forms of proxies, consents
				and authorizations complying with the requirements of the Securities Exchange
				Act of 1934 and the applicable regulations promulgated shall be exempt from the
				provisions of this rule with respect to any class of securities subject to SEC
				jurisdiction.
(2) Proxies, Consents
				and Authorizations. No domestic stock insurer or any director, officer or
				employee of the insurer subject to section (1) or any other person shall
				solicit or permit the use of his/her name to solicit by mail or otherwise, any
				proxy, consent or authorization in respect to any class of equity security of
				the insurer held of record by one hundred (100) or more persons in
				contravention of this rule and Schedules A and B annexed and made a part of
				this rule.
(3) Disclosure of
				Equivalent Information.
(A) Unless proxies,
				consents or authorizations in respect to any class of equity security of a
				domestic insurer subject to section (1) are solicited by or on behalf of the
				management of the insurer from the holders of record of the security in
				accordance with this rule and the schedules in this rule prior to any annual or
				other meeting of the security holders, the insurer, in accordance with this
				rule, shall file with the director 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. The insurer shall
				transmit a written information statement containing the information specified
				in subsection (5)(D) 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; provided, that in the
				case of a class of securities in unregistered or bearer form, the statement
				need be transmitted only to those security holders whose names and addresses
				are known to the insurer.