New Mexico Administrative Code › Title 13 - INSURANCE › Chapter 3 - INSURANCE SECURITIES › Part 4 - PROXIES, CONSENTS AND AUTHORIZATIONS OF DOMESTIC COMPANIES › Section 13.3.4.10 - INFORMATION TO BE FURNISHED SECURITY HOLDERS

Current through Register Vol. 35, No. 13, July 16, 2024
A. No solicitation subject to this rule 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 13 NMAC
				3.4.10.1 [now Subsection A of 13.3.4.10 NMAC] 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 superintendent may,
				upon the request of the issuer, permit the omission of financial statements for
				the earlier of such two (2) fiscal years upon a showing of good cause
				therefor.
(2) The financial
				statements for the last two fiscal years required by 13 NMAC 3.4.10.2.1 [now
				Paragraph (1) of Subsection B of 13.3.4.10 NMAC] shall be prepared in a manner
				acceptable to the superintendent.
(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 (5) fiscal years of the issuer (or the life of the issuer and its
				predecessors, if less).
(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 13 NMAC 3.4.10.3 through 13 NMAC 3.4.10.6 [now Subsection C through
				Subection F of 13.3.4.10 NMAC] 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)
				13 NMAC 3.4.10.2 [now Subsection B of 13.3.4.10 NMAC] 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 fact type to furnish such annual report to all persons
				being solicited, at least twenty (20) days before the date of the
				meeting.