Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 240 - RULES AND REGULATIONS REGARDING PROXIES, CONSENTS AND AUTHORIZATIONS OF DOMESTIC STOCK INSURERS › Section 14VAC5-240-100:1 - SCHEDULE A. INFORMATION REQUIRED IN PROXY STATEMENT OR INFORMATION STATEMENT

Current through Register Vol. 40, No. 24, July 15, 2024
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 security holders with
				  respect to any matter to be acted upon and indicate any statutory procedure
				  required to be followed by such security holders 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
				  14VAC5-240-100.
1. 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.
2. 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 addresses of the persons by whom the cost of solicitation has
				been or will be borne, directly or indirectly.
3. If the solicitation is to be made by
				specifically engaged employees or paid solicitors, state (i) the material
				features of any contract or arrangement for such solicitation and identify the
				parties, and (ii) 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
				  security holdings or otherwise, of any director, nominee for election as
				  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. Voting Securities.
1. State, as to each class of voting
				securities of the insurer entitled to be voted at the meeting, the number of
				shares outstanding and the number of votes to which each class is
				entitled.
2. Give the date as of
				which the record list of security holders entitled to vote at the meeting will
				be determined. If the right to vote is not limited to security holders of
				record on that date, indicate the conditions under which other security holders
				may be entitled to vote.
3. If
				action is to be taken with respect to the election of directors and if the
				person 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 form 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:
1. 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.
2. 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 of 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 security holders at a
				meeting for which proxies were solicited under this chapter.
3. If he is or has previously been a director
				of the insurer, state the period or periods during which he has served as
				such.
4. State, as of the most
				recent practicable date, the approximate amount of each class of equity
				securities 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 securities
				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 (i) the election of directors, (ii)
				  any remuneration plan, contract or arrangement in which any director, nominee
				  for election as director, or officer of the insurer will participate, (iii) any
				  pension or retirement plan in which any such person will participate, or (iv)
				  the granting or extension to any such person of any options, warrants, or
				  rights to purchase any securities, other than warrants or rights issued to
				  security holders, 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:
1. 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.
2. The amounts which
				would have been distributable under the plan during the last calendar year to
				(i) each person named in Item 7 of this schedule, (ii) directors and officers
				as a group, and (iii) to all other employees as a group if the plan had been in
				effect.
3. If the plan to be acted
				upon may be amended (other than by a vote of security holders) in a manner
				which would materially increase the cost thereof to the insurer or to
				materially alter the allocation of the benefits as between the groups specified
				in subdivision 2 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:
1. 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.
2. State (i) 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; (ii) the estimated annual payment to be made
				with respect to current services; and (iii) the amount of such annual payments
				to be made for the benefit of (a) each person named in item seven of this
				schedule, (b) directors and officers as a group, and (c) employees as a
				group.
3. If the plan to be acted
				upon may be amended (other than by a vote of security holders) in a manner
				which would materially increase the cost thereof to the insurer or to
				materially alter the allocation of the benefits as between the groups specified
				in subdivision 2 (iii) of this Item, the nature of such amendments should be
				specified.
Item 10. Options, Warrants or Rights. If action is to be
				  taken with respect to the granting or extension of any option, warrants or
				  rights (all referred to herein as "warrants") to purchase securities of the
				  insurer or any subsidiary or affiliate, other than warrants issued to all
				  security holders on a pro rata basis, furnish the following information:
1. The title and amount of securities 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 securities called for or
				to be called for by the warrants, as of the latest practicable date.
2. If known, state separately the total
				amount of securities called for or to be called for by warrants received or to
				be received by the following persons, naming each such person:
(i) each person named in Item 7 of this
				schedule, and
(ii) each other
				person who will be entitled to acquire 5% or more of the securities called for
				or to be called for by such warrants.
3. If known, state also the total amount of
				securities 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 Securities.
1. If action is to be taken with respect to
				the authorization or issuance of any securities of the insurer furnish the
				title, amount and description of the securities to be authorized or
				issued.
2. If the securities are
				other than additional shares of common stock of a class outstanding, furnish a
				brief summary of the following, if applicable: dividend, voting, liquidation,
				pre-emptive, and conversion rights, redemption and sinking fund provisions,
				interest rate and date of maturity.
3. If the securities to be authorized or
				issued are other than additional shares of common stock of a class outstanding,
				the Commissioner may require financial statements comparable to those contained
				in the annual report.
Item 12. Mergers, Consolidations, Acquisitions and Similar
				  Matters.
1. If action is to be taken
				with respect to a merger, consolidation, acquisition, or similar matter,
				furnish in brief outline the following information:
a. 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 security holders in order to
				perfect such rights.
b. The
				material features of the plan or agreement.
c. The business done by the company to be
				acquired or whose assets are being acquired.
d. If available, the high and low sales
				prices for each quarterly period within two years.
e. The percentage of outstanding shares which
				must approve the transaction before it is consummated.
2. For each company involved in a merger,
				consolidation or acquisition, the following financial statements should be
				furnished:
a. A comparative balance sheet as
				of the close of the last two fiscal years.
b. 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.
c. 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 an asset, capital, or surplus account of the
				  insurer, furnish the following information:
1. State the nature of the restatement and
				the date as of which it is to be effective.
2. Outline briefly the reasons for the
				restatement and for the selection of the particular effective date.
3. 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 security holders, state the nature of such matter, the reason for
				  submitting it to a vote of security holders and what action is intended to be
				  taken by the management in the event of a negative vote on the matter by the
				  security holders.
Item 15. Amendment of Charter, By-laws, or Other Documents.
				  If action is to be taken with respect to any amendment of the insurer's
				  charter, by-laws 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.