West Virginia Code of State Rules › Agency 114 - Insurance Commission › Title 114 - LEGISLATIVE RULE INSURANCE COMMISSIONER › Series 114-01 - Proxies, Consents And Authorizations Of Domestic Stock Insurers › Section 114-1-2 - Procedures

Current through Register Vol. XLI, No. 28, July 12, 2024
2.1. Application of
				regulation. -- This regulation is applicable to all domestic stock insurers having
				one hundred (100) or more stockholders:
Provided, however,
That this
				regulation shall not apply to any insurer if ninety-five percent (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 five hundred (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 regulation.
2.2. Proxies, consents and authorizations. -- No
				domestic stock insurer, or any director, officer or employee of such insurer subject
				to Section 2.1 of these rules 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.
2.3. Disclosure of
				equivalent information. -- Unless proxies, consents or authorizations in respect of
				a stock of a domestic insurer subject to Section 2.1 of these rules 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 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.
2.4.
				Definitions.
(a) 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.
(b) The terms "Solicit" and "Solicitation" for
				purposes of this regulation 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 is the beneficial
				owner;
(2) 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;
(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.