§431:4-237 Definitions. As used in this part:

"Participant" or "participant in a solicitation" includes:

(1) The insurer;

(2) Any director of the insurer and any proxy for a nominee for whom an election as a director is solicited; or

(3) Any other person acting alone or with one or more other persons, committees, or groups in organizing, directing, or financing the solicitation.

"Participant" or "participant in a solicitation" does not include:

(1) A bank, broker, or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of stock and who is not otherwise a participant;

(2) Any person or organization retained or employed by a participant to solicit stockholders or any person who merely transmits proxy soliciting material or performs ministerial or clerical duties;

(3) Any person employed in the capacity of attorney, accountant, or advertising, public relations, or financial advisor, and whose activities are limited to the performance of the person's duties in the course of the employment of the insurer or any of its subsidiaries or affiliates who is not otherwise a participant;

(4) Any person regularly employed as an officer or employee of the insurer or any of its subsidiaries or affiliates who is not otherwise a participant; or

(5) Any officer, director, or person regularly employed by any other participant, if the officer, director, or employee is not otherwise a participant.

"Solicit" or "solicitation" includes:

(1) Any request for a proxy, whether or not accompanied by or included in a form of proxy;

(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.

"Solicit" or "solicitation" does not include:

(1) Any solicitation by a person in respect to stock of which the person is the beneficial owner;

(2) Action by a broker or other person in respect to stock carried in the person's name;

(3) Action in the name of the nominee in forwarding to the beneficial owner of the stock soliciting material received from the company;

(4) Impartially instructing the beneficial owner to forward a proxy to the person, if any, to whom the beneficial owner desires to give a proxy;

(5) 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; or

(6) The furnishing of a form of proxy to a stockholder upon the unsolicited request of the stockholder, or the performance by any person of ministerial acts on behalf of a person soliciting a proxy. [L 2000, c 24, pt of §2]