New York Codes, Rules and Regulations › Title 11 - INSURANCE › Appendices › Appendix 7

Current through Register Vol. 46, No. 28, July 10, 2024
SCHEDULE A OF PART 10
INFORMATION REQUIRED IN PROXY 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 stockholders with respect
				to any matter to be acted upon and indicate any statutory procedure required to
				be followed by such stockholders 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 a charter 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
				10.10.
(a) 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.
(b) 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 and addresses of the persons
				by whom the cost of solicitation has been or will be borne, directly or
				indirectly.
(c) If the solicitation is to be made by specially engaged
				employees or paid solicitors, state (1) the material features of any contract
				or arrangement for such solicitation and identify the parties, and (2) 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
				stockholdings or otherwise, of any director, nominee for election for 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. Stocks and principal stockholders.
(a) State, as to each class of voting stock of the insurer
				entitled to be voted as the meeting, the number of shares outstanding and the
				numbers of votes to which each class is entitled.
(b) Give the date as of which the record list of stockholders
				entitled to vote at the meeting will be determined. If the right to vote is not
				limited to stockholders of record on that date, indicate the conditions under
				which other stockholders may be entitled to vote.
(c) 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 from 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
				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 a vote of
				stockholders at a meeting for which proxies were solicited under this Part
				10.
(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 stock 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 stocks 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 stocks, other than warrants or rights issued to stockholders,
				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 7 of this
				schedule, (2) directors and officers as a group, and (3) to 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 stockholders) in a manner which would materially increase the cost
				thereof to the insurer ot 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 payments to be made for the
				benefit of (i) each person named in item 7 of this schedule, (ii) directors and
				officers as a group, and (iii) employees as a group.
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 stock of the insurer or any
				subsidiary or affiliate, other than warrants issued to all stockholders on a
				pro rata basis, furnish the following information:
(a) The title and amount of stock 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 stock called for or to be called for by the
				warrants, as of the latest practicable date.
(b) If known, state separately the amount of stock called for
				or to be called for by warrants received or to be received by the following
				persons, naming each such person:
(1) each person named in item 7 of this schedule, and
(2) each other person who will be entitled to acquire five per
				cent or more of the stock called for or to be called for by such
				warrants.
(c) If known, state also the total amount of stock 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.
Item 11. Authorization or issuance of stock.
(a) If action is to be taken with respect to the authorization
				or issuance of any stock of the insurer furnish the title, amount and
				description of the stock to be authorized or issued.
(b) If the shares of stock are other than additional shares of
				common stock of a class outstanding, furnish a brief summary of the following,
				if applicable: dividend, voting, liquidation, preemptive, and conversion
				rights, redemption and sinking fund provisions, interest rate and date of
				maturity.
(c) If the shares of stock to be authorized or issued are other
				than additional shares of common stock of a class outstanding, the
				superintendent may require financial statements comparable to those contained
				in the annual report.
Item 12. Mergers, consolidations, acquisitions and similar
				matters.
(a) If action is to be taken with respect to a merger,
				consolidation, acquisition, or similar matter, furnish in brief outline the
				following information:
(1) The rights of appraisal or similar rights of dissenters
				with respect to any matters to be acted upon. Indicate any procedure required
				to be followed by dissenting stockholders in order to perfect such
				rights.
(2) The material features of the plan or agreement.
(3) The business done by the company to be acquired or whose
				assets are being acquired.
(4) If available, the high and low sales prices for each
				quarterly period within two years.
(5) The percentage of outstanding shares which must approve the
				transaction before it is consummated.
(b) For each company involved in a merger, consolidation or
				acquisition, the following financial statements should be furnished.
(1) A comparative balance sheet as of the close of the last two
				fiscal years.
(2) A comparative statement of operating income and expenses
				for each of the last two fiscal years and, as a continuation of each statement,
				a statement of earnings per share after related taxes and cash dividends paid
				per share.
(3) A pro forma combined balance sheet and income and expenses
				statement for the last fiscal year giving effect to the necessary adjustments
				with respect to the resulting company.
Item 13. Restatement of accounts. If action is to be taken with
				respect to the restatement of any assets, capital, or surplus of the insurer,
				furnish the following information:
(a) State the nature of the restatement and the date as of
				which it is to be effective.
(b) Outline briefly the reasons for the restatement and for the
				selection of the particular effective date.
(c) State the name and amount of each account affected by the
				restatement and the effect of the restatement thereon.
Item 14. Matters not required to be submitted. If action is to
				be taken with respect to any matter which is not required to be submitted to a
				vote of stockholders, state the nature of such matter, the reason for
				submitting it to a vote of stockholders and what action is intended to be taken
				by the management in the event of a negative vote on the matter by the
				stockholders.
Item 15. Amendment of charter, bylaws, or other documents. If
				action is to be taken with respect to any amendment of the insurer's charter,
				bylaws or other documents as to which information is not required above, state
				briefly the reasons for and general effect of such amendment and the vote
				needed for its approval.
SCHEDULE B OF PART 10
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
Item 1. Insurer. State the name and address of the
				insurer.
Item 2. Identity and background.
(a) State the following:
(1) Your name and business address.
(2) Your present principal occupation or employment and the
				name, principal business and address of any corporation or other organization
				in which such employment is carried on.
(b) State the following:
(1) Your residence address.
(2) Information as to all material occupations, positions,
				officers [sic] or employments during the last 10 years, giving starting and
				ending dates of each and the name, principal business and address of any
				business corporation or other business organization in which each such
				occupation, position, office or employment was carried on.
(c) State whether or not you are or have been a participant in
				any other proxy contest involving this company or other companies within the
				past 10 years. If so, identify the principals, the subject matter and your
				relationship to the parties and the outcome.
(d) State whether or not, during the past 10 years, you have
				been convicted in a criminal proceeding (excluding traffic violations or
				similar misdemeanors) and, if so, give dates, nature of conviction, name and
				location of court, and penalty imposed or other disposition of the case. A
				negative answer to this subitem need not be included in the proxy statement or
				other proxy soliciting material.
Item 3. Interest in stock of the insurer.
(a) State the amount of each class of stock of the insurer
				which you own beneficially, directly or indirectly.
(b) State the amount of each class of stock of the insurer
				which you own of record but not beneficially.
(c) State with respect to the stock specified in (a) and (b)
				the amounts acquired within the past two years, the dates of acquisition and
				the amounts acquired on each date.
(d) If any part of the purchase price or market value of any of
				the stock specified in paragraph (c) is represented by funds borrowed or
				otherwise obtained for the purpose of acquiring or holding such stock, so state
				and indicate the amount of the indebtedness as of the latest practicable date.
				If such funds were borrowed or obtained otherwise than pursuant to a margin
				account or bank loan in the regular course of business of a bank, broker, or
				dealer, briefly describe the transaction, and state the names of the
				parties.
(e) State whether or not you are a party to any contracts,
				arrangements or understandings with any person with respect to any stock of the
				insurer, including but not limited to joint ventures, loan or option
				arrangements, puts or calls, guarantees against loss or guarantees of profits,
				division of losses or profits, or the giving or withholding of proxies. If so
				name the persons with whom such contracts, arrangements, or understandings
				exist and give the details thereof.
(f) State the amount of stock of the insurer owned
				beneficially, directly or indirectly, by each of your associates and the name
				and address of each such associate.
(g) State the amount of each class of stock of any parent,
				subsidiary or affiliate of the insurer which you own beneficially, directly or
				indirectly.
Item 4. Further matters.
(a) Describe the time and circumstances under which you became
				a participant in the solicitation and state the nature and extent of your
				activities or proposed activities as a participant.
(b) Describe briefly, and where practicable state the
				approximate amount of, any material interest, direct or indirect, of yourself
				and of each of your associates in any material transactions since the beginning
				of the company's last fiscal year, or in any material proposed transactions, to
				which the company or any of its subsidiaries or affiliates was or is to be a
				party.
(c) State whether or not you or any of your associates have any
				arrangement or understanding with any person--
(1) with respect to any future employment by the insurer or its
				subsidiaries or affiliates; or
(2) with respect to any future transactions to which the
				insurer or any of its subsidiaries or affiliates will or may be a party.
If so, describe such arrangement or understanding and state the
				names of the parties thereto.
Item 5. Signature. The statement shall be dated and signed in
				the following manner:
I certify that the statements made in this statement are true,
				complete, and correct, to the best of my knowledge and belief.
_______
(Date)
____________________
(Signature of participant or authorized representative)