South Carolina Code of Regulations › Chapter 69 - DEPARTMENT OF INSURANCE › Section 69-9 - Proxies, Consents and Authorizations of Domestic Insurers

Current through Register Vol. 48, No. 6, June 28, 2024
Effective Date: The following regulation shall be effective on
			 and after April
			 1, 1966.
Section 1. Application of Regulation-- This
		  regulation is applicable to all domestic insurers having one hundred or more
		  stockholders; provided, however, that this regulation shall not apply to any
		  insurer if ninety-five per cent or more of its stock is owned or controlled by
		  a parent or an affiliated insurer and the remaining shares are held by less
		  than five hundred stockholders. A domestic insurer which files with the
		  Securities and Exchange Commission forms of proxies, consents and
		  authorizations complying with the requirements of the Securities and Exchange
		  Act of nineteen hundred thirty-four and the Securities and Exchange Acts
		  Amendments of nineteen hundred sixty-four and Regulation X-14 of the Securities
		  and Exchange Commission promulgated thereunder shall be exempt from the
		  provisions of this regulation.
Section
		  2. Proxies, Consents and Authorizations-- any director, officer or
		  employee of such insurer subject to Section 1 hereof, or any other person,
		  shall solicit, or permit the use of his name to solicit, by mail or otherwise,
		  any proxy, consent, or authorization in respect of any stock of such insurer in
		  contravention of this regulation and Schedules A and B hereto annexed and
		  hereby made a part of this regulation.
Section
		  3. Disclosure of Equivalent Information-- or authorizations in
		  respect of a stock of a domestic insurer subject to Section 1 hereof are
		  solicited by or on behalf of the management of such insurer from the holders of
		  record of stock of such insurer in accordance with this regulation and the
		  Schedules thereunder prior to any annual or other meeting, such insurer shall,
		  in accordance with this regulation and/or such further regulations as the
		  Commissioner may adopt, file with the Commissioner and transmit to all
		  stockholders of record information substantially equivalent to the information
		  which would be required to be transmitted if a solicitation were
		  made.
Section 4. Definitions.
1. The definitions and instructions set out
		  in Schedule SIS, as promulgated by the National Association of Insurance
		  Commissioners, shall be applicable for purposes of this regulation.
2. The terms "solicit" and "solicitation" for
		  purposes of this regulation shall include:
(a) any request for a proxy, whether or not
		  accompanied by or included in a form of proxy; or
(b) any request to execute or not to execute,
		  or to revoke, a proxy; or
(c) the
		  furnishing of a proxy or other communication to stockholders under
		  circumstances reasonably calculated to result in the procurement, withholding
		  or revocation of a proxy.
3. The terms "solicit" and "solicitation"
		  shall not include:
(a) any solicitation by a
		  person in respect of stock of which he is the beneficial owner;
(b) action by a broker or other person in
		  respect to stock carried in his name or in the name of his nominee in
		  forwarding to the beneficial owner of such stock soliciting material received
		  from the company, or impartially instructing such beneficial owner to forward a
		  proxy to the person, if any, to whom the beneficial owner desires to give a
		  proxy, or impartially requesting instructions from the beneficial owner with
		  respect to the authority to be conferred by the proxy and stating that a proxy
		  will be given if the instructions are received by a certain date;
(c) the furnishing of a form of proxy to a
		  stockholder upon the unsolicited request of such stockholder, or the
		  performance by any person of ministerial acts on behalf of a person soliciting
		  a proxy.