Wisconsin Administrative Code › Office of the Commissioner of Insurance › Chapter Ins 6 - General › Section Ins 6.40 - Proxies, consents and authorizations of domestic stock insurers

Current through June 24, 2024
(1) APPLICATION OF
			 RULE. This rule is applicable to all domestic stock insurers having 100 or more
			 stockholders; provided, however, that this rule shall not apply to any insurer
			 if 95% 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 500 stockholders. A
			 domestic stock 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 1934 and the Securities and Exchange Acts
			 amendments of 1964 and Regulation X-14 of the securities and exchange
			 commission promulgated thereunder shall be exempt from the provisions of this
			 rule.
(2) PROXIES, CONSENTS AND
			 AUTHORIZATIONS. No domestic stock insurer, or any director, officer or employee
			 of such insurer subject to sub. (1), or any other person, shall solicit, or
			 permit the use of his or her name to solicit, by mail or otherwise, any proxy,
			 consent or authorization in respect of any stock of such insurer in
			 contravention of this rule.
(3)
			 DISCLOSURE OF EQUIVALENT INFORMATION. Unless proxies, consents or
			 authorizations in respect of a stock of a domestic insurer subject to sub. (1)
			 are solicited by or on behalf of the management of such insurer from the
			 holders of records of stock of such insurer in accordance with this rule prior
			 to any annual or other meeting such insurer shall, in accordance with this rule
			 and/or such further rules 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.
(4) DEFINITIONS.
(a) The definitions and instructions set out
			 in schedule SIS - Stockholder Information Supplement (s.
			 Ins
			 7.02 ) shall be applicable for purposes of this
			 rule.
(b) The terms "solicit" and
			 "solicitation" for purposes of this rule shall include:
1. Any request for a proxy, whether or not
			 accompanied by or included in a form of proxy; or
2. Any request to execute or not to execute,
			 or to revoke, a proxy; or
3. 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.
(c) The terms "solicit" and "solicitation"
			 shall not include:
1. Any solicitation by a
			 person in respect of stock of which he or she is the beneficial
			 owner;
2. Action by a broker or
			 other person in respect to stock carried in his or her name or in the name of
			 the 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;
3. 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.