26-24-120. Information to stockholders of domestic stock insurers; proxy regulations.

(a) This section applies to all domestic stock insurers except:

(i) A domestic stock insurer having less than one hundred (100) stockholders, except that if ninety-five percent (95%) or more of the insurer's stock is owned or controlled by a parent or affiliated insurer, this section does not apply to that insurer unless its remaining shares are held by five hundred (500) or more stockholders;

(ii) Domestic stock insurers which file with the securities and exchange commission forms of proxies, consents and authorizations pursuant to the Securities Exchange Act of 1934 (15 U.S.C. § 78a et seq.), as amended.

(b) Any domestic stock insurer subject to this section shall seasonably furnish its stockholders in advance of stockholders meetings, information in writing reasonably adequate to inform them of all matters to be presented by the insurer's management for consideration of stockholders at the meeting.

(c) No person shall solicit a proxy, consent or authorization in respect of any stock of a domestic stock insurer subject to this section unless he furnishes the person solicited with written information reasonably adequate as to:

(i) The material matters in regard to which the powers solicited are proposed to be used; and

(ii) The persons on whose behalf the solicitation is made, and the interest of the persons in relation to those matters.

(d) No person shall furnish to another, information which the informer knows or has reason to believe is false or misleading as to any material fact, or which fails to state any material fact reasonably necessary to prevent any other statement made from being misleading.

(e) Except as provided in subsection (f) of this section, the form of all proxies shall:

(i) Conspicuously state on whose behalf the proxy is solicited;

(ii) Provide for dating the proxy;

(iii) Impartially identify each matter or group of related matters intended to be acted upon;

(iv) Provide means for the principal to instruct the vote of his shares as to approval or disapproval of each matter or group, other than election to office; and

(v) Be legibly printed, with context suitably organized.

(f) A proxy may confer discretionary authority:

(i) As to matters in which choice is not specified pursuant to paragraph (e)(iv) of this section, if the form conspicuously states how it is intended to vote the proxy or authorization in each such case; and

(ii) As to other matters which may come before the meeting but unknown for a reasonable time prior to the solicitation by the persons on whose behalf the solicitation is made.

(g) No proxy shall confer authority to vote:

(i) For election of any person to any office for which a bona fide nominee is not named in the proxy statement; or

(ii) In any annual meeting, or adjournment thereof, other than the annual meeting immediately following the date on which the proxy statement and form are furnished stockholders.

(h) The commissioner may promulgate reasonable rules and regulations to carry out the purpose of this section, and in so doing shall consider rules and regulations promulgated for similar purposes by the insurance supervisory officials of other states.