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 19-1-12.05 - Information To Be Furnished Security Holders

Current through June 25, 2024
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 issuer and relates to an annual meeting of security holders at
				which directors are to be elected, each proxy statement furnished pursuant to
				paragraph (a) shall be accompanied or preceded by an annual report to security
				holders as follows:
1. The report shall
				contain, in comparative columnar form, such financial statements for the last
				two fiscal years, prepared on a consistent basis, as will in the opinion of the
				management adequately reflect the financial position of the issuer at the end
				of each such year and the results of its operations for each such year.
				Consolidated financial statements of the issuer and its subsidiaries shall be
				included in the report if they are necessary to reflect the financial position
				and results of operations of the issuer and its subsidiaries, but in such case
				the individual statements of the issuer may be omitted. The Commissioner may,
				upon the request of the issuer, permit the omission of financial statements for
				the earlier of such two fiscal years upon a showing of good cause
				therefore.
2. The financial
				statements for the last two fiscal years required by Subparagraph (b) (1) shall
				be prepared in a manner acceptable to the Commissioner.
3. The report shall include, in comparative
				columnar form, a summary of issuer's operations, or the operations of the
				issuer and its subsidiaries consolidated, or both as appropriate, for each of
				the last five fiscal years of the issuer (or the life of the issuer and its
				predecessors, if less).
Note: subparagraph 7 permits the information required by this
				  subparagraph to be set forth in any form deemed suitable by management.
4. The report shall contain a
				brief description of the business or businesses done by the issuer and its
				subsidiaries during the most recent fiscal year which will, in the opinion of
				management, indicate the general nature and scope of the business of the issuer
				and its subsidiaries.
5. The report
				shall identify each of the issuer's directors and officers and shall indicate
				the principal occupation or employment of each such person and the name and
				principal business of any organization by which such person is so
				employed.
6. The report shall
				identify the principal market in which securities of any class entitled to vote
				at the meeting are traded, stating the range of bid and asked quotations for
				each quarterly period during the issuer's two most recent fiscal years, and
				shall set forth each dividend paid during such two year period.
7. Subject to the foregoing requirements, the
				report may be in any form deemed suitable by management and the information
				required by subparagraphs (b) (3) through (b) (6) may be presented in an
				appendix or other separate section of the report, provided that the attention
				of security holders is called to such presentation.
8. This paragraph (b) shall not apply,
				however, to solicitations made on behalf of the management before the financial
				statements are available if solicitation is being made at the time in
				opposition to the management and if the management's proxy statement includes
				an undertaking in bold face type to furnish such annual report to all persons
				being solicited, at least 20 days before the date of the meeting.
a. Three copies of the report sent to the
				security holders pursuant to this Section shall be mailed to the Commissioner
				solely for his information, not later than the date on which such report was
				first sent or given to security holders or the date on which preliminary copies
				of solicitation material are filed pursuant to Section 8, whichever date is
				later.
b. If the issuer knows that
				securities of any class entitled to vote at a meeting with respect to which the
				issuer intends to solicit proxies, consents or authorizations are held of
				record by a broker, dealer, bank or voting trustee, or their nominees, the
				issuer shall require of such record holder at least ten days prior to the
				record date for the meeting of security holders whether other persons are the
				beneficial owners of such securities and, if so, the number of copied of the
				proxy and other soliciting material and, in the case of an annual meeting at
				which directors are to be elected, the number of copies of the annual report to
				security holders, necessary to supply such material to beneficial owners. The
				issuer shall supply such record holder in a timely manner with additional
				copies in such quantities, assembled in such form and at such place, as the
				record holder may reasonably request in order to address and send one copy of
				each to each beneficial owner of securities so held and shall, upon the request
				of such record holder, pay its reasonable expenses for mailing such material to
				security holders to whom the material is sent.