{"data":{"id":"us-ok/okla.-stat.-tit.-36-36-2126.4","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 36, § 36-2126.4","heading":"Proxies, consents and authorizations of domestic stock","body":"insurers.\n\nA. Application of Act. This act is applicable to all domestic\n\nstock insurers having ten or more stockholders and to all persons\n\nwho shall solicit, or permit the use of his name to solicit, by mail\n\nor otherwise, any proxy, consent or authorization in respect of any\n\nstock of such insurer.\n\nB. Proxies, consents and authorizations.\n\nNo domestic stock insurer, or any director, officer or employee\n\nof such insurer subject to Paragraph A hereof, or any other person\n\nshall solicit, or permit the use of his name to solicit, by mail or\n\notherwise, any proxy, consent or authorization in respect of any\n\nstock of such insurer in contravention of this act or in\n\ncontravention of rules and regulations prescribed by the Insurance\n\nCommissioner.\n\nC. Disclosure of equivalent information.\n\nUnless proxies, consents or authorizations in respect of a stock\n\nof a domestic insurer subject to Paragraph A hereof are solicited by\n\nor on behalf of the management of such insurer from the holders of\n\nrecord of stock of such insurer in accordance with this act prior to\n\nan annual or other meeting, such insurer shall, in accordance with\n\nthis act and/or such further regulations as the Commissioner may\n\nadopt, file with the Commissioner and transmit to all stockholders\n\nof record information substantially equivalent to the information\n\nwhich would be required to be transmitted if a solicitation were\n\nmade.\n\nD. Definitions.\n\n1. The definitions and instructions set out in Schedule SIS, as\n\npromulgated by the National Association of Insurance Commissioners,\n\nto the extent that they are not in conflict with this act, shall be\n\napplicable for purposes of this act.\n\n2. The terms \"solicit\" and \"solicitation\" for purposes of this\n\nact shall include:\n\n(a) any request for a proxy, whether or not\n\naccompanied by or included in a form of proxy; or\n\n(b) any request to execute or not to execute, or\n\nto revoke, a proxy; or\n\n(c) the furnishing of a proxy or other\n\ncommunication to stockholders under circumstances reasonably\n\ncalculated to result in the procurement, withholding or revocation\n\nof a proxy.\n\n3. The terms \"solicit\" or \"solicitation\" shall not include:\n\n(a) any solicitation by a person in respect of\n\nstock of which he is the beneficial owner; (b) action by a broker or\n\nother person in respect to stock carried in his name or in the name\n\nof his nominee in forwarding to the beneficial owner of such stock\n\nsoliciting material received from the company, or impartially\n\ninstructing such beneficial owner to forward a proxy to the person,\n\nif any, to whom the beneficial owner desires to give a proxy, or\n\nimpartially requesting instructions from the beneficial owner with\n\nrespect to the authority to be conferred by the proxy and stating\n\nthat a proxy will be given if the instructions are received by a\n\ncertain date.\n\n(c) the furnishing of a form of proxy to a\n\nstockholder upon the unsolicited request of such stockholder, or the\n\nperformance by any person of ministerial acts on behalf of a person\n\nsoliciting a proxy.\n\nE. Information to be furnished to stockholders.\n\n1. No solicitation subject to this act shall be made unless\n\neach solicited is concurrently furnished or has previously been\n\nfurnished with a written proxy statement which meets the\n\nrequirements and contains information specified and described in\n\nItems 1 to 16 inclusive, as set forth in subparagraph (a) of this\n\nsubparagraph 1 and which are hereinafter referred to as Schedule A.\nact shall be made unless\n\neach solicited is concurrently furnished or has previously been\n\nfurnished with a written proxy statement which meets the\n\nrequirements and contains information specified and described in\n\nItems 1 to 16 inclusive, as set forth in subparagraph (a) of this\n\nsubparagraph 1 and which are hereinafter referred to as Schedule A.\n\n(a) Schedule A. Information required in a proxy\n\nstatement is as follows:\n\nItem 1. Revocability of proxy.\n\nState whether or not the person giving the proxy has the power\n\nto revoke it. If the right of revocation before the proxy is\n\nexercised is limited or is subject to compliance with any formal\n\nprocedure, such limitation or procedure must be described.\n\nItem 2. Dissenters' right of appraisal.\n\nOutline briefly the rights of appraisal or similar rights of\n\ndissenting stockholders with respect to any matter to be acted upon\n\nand indicate any statutory procedure required to be followed by such\n\nstockholders in order to perfect their rights. Where such rights\n\nmay be exercised only within a limited time after the date of the\n\nadoption of a proposal, the filing of a charter amendment, or other\n\nsimilar act, the proposal must state whether the person solicited\n\nwill be notified of such date.\n\nItem 3. Persons making solicitations not subject to\n\nParagraph K.\n\n(1) If the solicitation is made by the management of the\n\ninsurer, it must be so stated. The name of any director of the\n\ninsurer who has informed the management in writing that he intends\n\nto oppose any action intended to be taken by the management and the\n\naction which he intends to oppose must be stated.\n\n(2) If the solicitation is made otherwise than by the\n\nmanagement of the insurer, the names and addresses of the persons by\n\nwhom and on whose behalf it is made and the names and addresses of\n\nthe persons by whom the cost of solicitation has been or will be\n\nborne, directly or indirectly, must be stated.\n\n(3) If the solicitation is to be made by specially engaged\n\nemployees or paid solicitors, (i) the material features of any\n\ncontract or arrangement for such solicitation, (ii) the identity of\n\nthe parties, and (iii) the cost or anticipated cost thereof must be\n\nstated.\n\nItem. 4. Interest of certain persons in matters to be\n\nacted upon.\n\nDescribe briefly any substantial interest, direct or indirect,\n\nby stockholdings or otherwise, of any director, nominee for election\n\nfor director, officer and, if the solicitation is made otherwise\n\nthan on behalf of management, each person on whose behalf the\n\nsolicitation is made, in any matter to be acted upon other than\n\nelections to office.\n\nItem. 5. Stocks and principal stockholders.\n\n(1) State, as to each class of voting stock of the insurer\n\nentitled to be voted at the meeting, the number of shares\n\noutstanding and the number of votes to which each class is entitled.\n\n(2) Give the date as of which the record list of stockholders\n\nentitled to vote at the meeting will be determined. If the right to\n\nvote is not limited to stockholders of record on that date, the\n\nconditions under which other stockholders may be entitled to vote\n\nshall be indicated.\n\nItem 6. Nominees and directors.\n\nIf action is to be taken with respect to the election of\n\ndirectors furnish the following information, in tabular form to the\n\nextent practicable, with respect to each person nominated for\n\nelection as a director and each other person whose term of office as\n\na director will continue after the meeting: (a) Name each such\n\nperson, state when his term of office or the term of office for\n\nwhich he is a nominee will expire, and all other positions and\n\noffices with the insurer presently held by him and indicate which\n\npersons are nominees for election as directors at the meeting.\ned for\n\nelection as a director and each other person whose term of office as\n\na director will continue after the meeting: (a) Name each such\n\nperson, state when his term of office or the term of office for\n\nwhich he is a nominee will expire, and all other positions and\n\noffices with the insurer presently held by him and indicate which\n\npersons are nominees for election as directors at the meeting.\n\n(b) State his present principal occupation or employment and\n\ngive the name and principal business of any corporation or other\n\norganization in which such employment is carried on. Furnish\n\nsimilar information as to all of his principal occupations or\n\nemployments during the last five years, unless he is now a director\n\nand was elected to his present term of office by a vote of\n\nstockholders at a meeting for which proxies were solicited under\n\nthis act.\n\n(c) If he is or has previously been a director of the insurer,\n\nstate the period or periods during which he has served as such.\n\n(d) State, as of the most recent practicable date, the most\n\nrecent practicable date, the approximate amount of each class of\n\nstock of the insurer or any of its parents, subsidiaries or\n\naffiliates other than directors' qualifying shares, beneficially\n\nowned directly or indirectly by him. If he is not the beneficial\n\nowner of any such stocks make a statement to that effect.\n\nItem 7. Remuneration and other transactions with\n\nmanagement and others.\n\nFurnish the information reported or required in item one of\n\nSchedule SIS under the heading \"Information Regarding Management and\n\nDirectors\" if action is to be taken with respect to (a) the election\n\nof directors, (b) any remuneration plan, contract or arrangement in\n\nwhich any director, nominee for election as a director, or officer\n\nof the insurer will participate, (c) any pension or retirement plan\n\nin which any such person will participate, or (d) the granting of\n\nextension to any such person of any options, warrants or rights to\n\npurchase any stocks, other than warrants or rights issued to\n\nstockholders, as such, on a pro rata basis. If the solicitation is\n\nmade on behalf of persons other than the management information\n\nshall be furnished only as to Item IA of the aforesaid heading of\n\nSchedule SIS.\n\nItem 8. Bonus, profit sharing and other remuneration\n\nplans.\n\nIf action is to be taken with respect to any bonus, profit\n\nsharing, or other remuneration plan, of the insurer, furnish the\n\nfollowing information: (a) A brief description of the material\n\nfeatures of the plan, each class of persons who will participate\n\ntherein, the approximate number of persons in each such class, and\n\nthe basis of such participation.\n\n(b) The amounts which would have been distributable under the\n\nplan during the last calendar year to (1) each person named in item\n\nseven of this schedule, (2) directors and officers as a group, and\n\n(3) to all other employees as a group, if the plan had been in\n\neffect.\n\n(c) If the plan to be acted upon may be amended (other than by\n\na vote of stockholders) in a manner which would materially increase\n\nthe cost thereof to the insurer or to materially alter the\n\nallocation of the benefits as between the groups specified in\n\nparagraph (b), of this item the nature of such amendments must be\n\nspecified.\n\nItem 9. Pension and retirement plans.\n\nIf action is to be taken with respect to any pension or\n\nretirement plan of the insurer, furnish the following information:\n\n(a) A brief description of the material features of the plan, each\n\nclass of persons who will participate therein, the approximate\n\nnumber of persons in each such class, and the basis of such\n\nparticipation.\nndments must be\n\nspecified.\n\nItem 9. Pension and retirement plans.\n\nIf action is to be taken with respect to any pension or\n\nretirement plan of the insurer, furnish the following information:\n\n(a) A brief description of the material features of the plan, each\n\nclass of persons who will participate therein, the approximate\n\nnumber of persons in each such class, and the basis of such\n\nparticipation.\n\n(b) State (1) the approximate total amount necessary to fund\n\nthe plan with respect to past services, the period over which such\n\namount is to be paid, and the estimated annual payments necessary to\n\npay the total amount over such period; (2) the estimated annual\n\npayment to be made with respect to current services; and (3) the\n\namount of such annual payments to be made for the benefit of (i)\n\neach person named in Item seven of this schedule, (ii) directors and\n\nofficers as a group, and (iii) employees as a group.\n\n(c) If the plan to be acted upon may be amended (other than by\n\na vote of stockholders) in a manner which would materially increase\n\nthe cost thereof to the insurer or to materially alter the\n\nallocation of the benefits as between the groups specified in\n\nsubparagraph (b) (3) of this item, the nature of such amendments\n\nshould be specified.\n\nItem 10. Options, warrants, or rights.\n\nIf action is to be taken with respect to the granting or\n\nextension of any options, warrants or rights (all referred to herein\n\nas \"warrants\") to purchase stock of the insurer or any subsidiary or\n\naffiliate, other than warrants issued to all stockholders on a pro\n\nrata basis, information must be furnished as follows: (a) The title\n\nand amount of stock called for or to be called for, the prices,\n\nexpiration dates and other material conditions upon which the\n\nwarrants may be exercised, the consideration received or to be\n\nreceived by the insurer, subsidiary or affiliate for the granting or\n\nextension of the warrants and the market value of the stock called\n\nfor or to be called for by the warrants, as of the latest\n\npracticable date.\n\n(b) If known, state separately the amount of stock called for\n\nor to be called for by warrants received or to be received by the\n\nfollowing persons, naming each such person: (1) each person named in\n\nItem seven of this schedule, and (2) each other person who will be\n\nentitled to acquire five percent (5%) or more of the stock called\n\nfor or to be called for by such warrants.\n\n(c) If known, state also the total amount of stock called for\n\nor to be called for by such warrants, received or to be received by\n\nall directors and officers of the company as a group and all\n\nemployees, without naming them.\n\nItem 11. Authorization or issuance of stock.\n\n1. If action is to be taken with respect to the authorization\n\nor issuance of any stock of the insurer, the title, amount and\n\ndescription of the stock to be authorized or issued must be\n\nfurnished.\n\n2. If the shares of stock are other than additional shares or\n\ncommon stock of a class outstanding, furnish a brief summary of the\n\nfollowing, if applicable: dividend, voting, liquidation, preemptive,\n\nand conversion rights, redemption and sinking fund provision,\n\ninterest rate and date of maturity.\n\n3. If the shares of stock to be authorized or issued are other\n\nthan additional shares of common stock of a class outstanding, the\n\nCommissioner may require financial statements comparable to those\n\ncontained in the annual report.\n\nItem 12. Mergers, consolidations, acquisitions and similar\n\nmatters.\n\n1. If the action is to be taken with respect to a merger,\n\nconsolidation, acquisition, or similar matter, furnish in brief\n\noutline the following information:\n\n(a) The rights of appraisal or similar rights of dissenters\n\nwith respect to any matters to be acted upon. Indicate any\n\nprocedure required to be followed by dissenting stockholders in\n\norder to perfect such rights.\n\n(b) The material features of the plan or agreement.\nken with respect to a merger,\n\nconsolidation, acquisition, or similar matter, furnish in brief\n\noutline the following information:\n\n(a) The rights of appraisal or similar rights of dissenters\n\nwith respect to any matters to be acted upon. Indicate any\n\nprocedure required to be followed by dissenting stockholders in\n\norder to perfect such rights.\n\n(b) The material features of the plan or agreement.\n\n(c) The business done by the company to be acquired or whose\n\nassets are being acquired.\n\n(d) If available, the high and low sales prices for each\n\nquarterly period within two years.\n\n(e) The percentage of outstanding shares which must approve the\n\ntransaction before it is consummated.\n\n2. For each company involved in a merger, consolidation or\n\nacquisition, the following financial statements should be furnished:\n\n(a) A comparative balance sheet as of the close of the last two\n\nfiscal years.\n\n(b) A comparative statement of operating income and expenses\n\nfor each of the last two fiscal years and, as a continuation of each\n\nstatement, a statement of earning per share after related taxes and\n\ncash dividends paid per share.\n\n(c) A pro forma combined balance sheet and income and expenses\n\nstatement for the last fiscal year giving effect to the necessary\n\nadjustments with respect to the resulting company.\n\nItem 13. Restatement of accounts.\n\nIf action is to be taken with respect to the restatement of any\n\nasset, capital, or surplus of the insurer, furnish the following\n\ninformation:\n\n(a) State the nature of the restatement and the date as of\n\nwhich it is to be effective.\n\n(b) Outline briefly the reasons for the restatement and for the\n\nselection of the particular effective date.\n\n(c) State the name and amount of each account affected by the\n\nrestatement and the effect of the restatement thereon.\n\nItem. 14. Matters not required to be submitted.\n\nIf action is to be taken with respect to any matter which is\n\nnot required to be submitted to a vote of stockholders, state the\n\nnature of such matter, the reason for submitting it to a vote of\n\nstockholders and what action is intended to be taken by the\n\nmanagement in the event of a negative vote on the matter by the\n\nstockholders.\n\nItem 15. Amendment of charter, bylaws, or other documents.\n\nIf action is to be taken with respect to any amendment of the\n\ninsurer's charter, bylaws or other documents as to which information\n\nis not required above, state briefly the reasons for and general\n\neffect of such amendment and the vote needed for its approval.\n\nItem 16. Additional information.\n\n1. Additional information in such form and detail as the\n\nCommissioner may prescribe or request shall be furnished and\n\nincluded.\n\n2. If the solicitation is made on behalf of the management of\n\nthe insurer and relates to an annual meeting of stockholders at\n\nwhich directors are to be elected, each proxy statement furnished\n\npursuant to subsection one hereof shall be accompanied or preceded\n\nby an annual report (in preliminary or final form) to such\n\nstockholders containing such financial statements for the last\n\nfiscal year as are referred to in Schedule SIS under the heading\n\n\"Financial Reporting to Stockholders.\" Subject to the foregoing\n\nrequirements with respect to financial statements, the annual report\n\nto stockholders may be in any form deemed suitable by the management\n\nand approved by the Commissioner.\n\n3. Two copies of each report sent to the stockholders pursuant\n\nto this section shall be mailed to the Commissioner not later than\n\nthe date on which such report is first sent or given to stockholders\n\nor the date on which preliminary copies of solicitation material are\n\nfiled with the Commissioner pursuant to subparagraph 1 of Paragraph\n\nG, whichever date is later.\n\nF. Requirements as to proxy.\n\n1. The form of proxy (a) shall indicate in boldface type\nrsuant\n\nto this section shall be mailed to the Commissioner not later than\n\nthe date on which such report is first sent or given to stockholders\n\nor the date on which preliminary copies of solicitation material are\n\nfiled with the Commissioner pursuant to subparagraph 1 of Paragraph\n\nG, whichever date is later.\n\nF. Requirements as to proxy.\n\n1. The form of proxy (a) shall indicate in boldface type\n\nwhether or not the proxy is solicited on behalf of the management\n\n(b) shall provide a specially designated blank space for dating the\n\nproxy and (c) shall identify clearly and impartially each matter or\n\ngroup of related matters intended to be acted upon, whether proposed\n\nby the management, or stockholders. No reference need be made to\n\nproposals as to which discretionary authority is conferred pursuant\n\nto subparagraph 3 of this Paragraph F.\n\n2. Means shall be provided in the proxy for the person\n\nsolicited to specify by ballot a choice between approval or\n\ndisapproval of each matter or group of related matters referred to\n\ntherein, other than elections to office. A proxy may confer\n\ndiscretionary authority with respect to matters as to which a choice\n\nis not so specified if the form of proxy states in boldface type how\n\nit is intended to vote the shares or authorization represented by\n\nthe proxy in each such case.\n\n3. A proxy may confer discretionary authority with respect to\n\nother matters which may come before the meeting, provided the\n\npersons on whose behalf the solicitation is made are not aware a\n\nreasonable time prior to the time the solicitation is made that any\n\nother matters are to be presented for action at the meeting and\n\nprovided further that a specific statement to that effect is made in\n\nthe proxy statement or in the form of proxy. A proxy may also\n\nconfer discretionary authority with respect to any proposal omitted\n\nfrom the proxy statement and form of proxy pursuant to Paragraph H.\n\n4. No proxy shall confer authority (a) to vote for the\n\nelection of any person to any office for which a bona fide nominee\n\nis not named in the proxy statement, or (b) to vote at any annual\n\nmeeting other than the next annual meeting (or any adjournment\n\nthereof) to be held after the date on which the proxy statement and\n\nform of proxy are first sent or given to stockholders.\n\n5. The proxy statement or form of proxy shall provide, subject\n\nto reasonable specified conditions, that the proxy will be voted and\n\nthat where the person solicited specifies by means of ballot\n\nprovided pursuant to subparagraph 2 of this Paragraph F a choice\n\nwith respect to any matter to be acted upon, the vote will be in\n\naccordance with the specifications so made.\n\n6. The information included in the proxy statement shall be\n\nclearly presented and the statements made shall be divided into\n\ngroups according to subject matter, with appropriate headings. All\n\nprinted proxy statements shall be clearly and legibly presented.\n\nG. Material required to be filed.\n\n1. Two preliminary copies of the proxy statement and form of\n\nproxy and any other soliciting material to be furnished to\n\nstockholders concurrently therewith shall be filed with the\n\nCommissioner at least ten days prior to the date definitive copies\n\nof such material are first sent or given to stockholders, or such\n\nshorter period prior to that date as the Commissioner may authorize\n\nupon a written showing of good cause therefor.\n\n2. Two preliminary copies of any additional soliciting\n\nmaterial relating to the same meeting or subject matter to be\n\nfurnished to stockholders subsequent to the proxy statements shall\n\nbe filed with the Commissioner at least two days (exclusive of\n\nSaturdays, Sundays or holidays) prior to the date copies of this\n\nmaterial are first sent or given to stockholders or a shorter period\n\nprior to such date as the Commissioner may authorize upon a written\n\nshowing of good cause therefor.\neeting or subject matter to be\n\nfurnished to stockholders subsequent to the proxy statements shall\n\nbe filed with the Commissioner at least two days (exclusive of\n\nSaturdays, Sundays or holidays) prior to the date copies of this\n\nmaterial are first sent or given to stockholders or a shorter period\n\nprior to such date as the Commissioner may authorize upon a written\n\nshowing of good cause therefor.\n\n3. Two definitive copies of the proxy statement, form of proxy\n\nand all other soliciting material, in the form in which this\n\nmaterial is furnished to stockholders, shall be filed with, or\n\nmailed for filing to, the Commissioner not later than the date such\n\nmaterial is first sent or given to the stockholders.\n\n4. Where any proxy statement, form of proxy or other material\n\nfiled pursuant to this act is amended or revised, two of the copies\n\nshall be marked to clearly show such changes.\n\n5. Copies of replies to inquiries from stockholders requesting\n\nfurther information and copies of communications which do no more\n\nthan request that forms of proxy theretofore solicited be signed and\n\nreturned need not be filed pursuant to this section.\n\n6. Notwithstanding the provisions of subparagraphs 1 and 2\n\nhereof and of subparagraph 5 of Paragraph K, copies of soliciting\n\nmaterial in the form of speeches, press releases and radio or\n\ntelevision scripts may, but need not, be filed with the Commissioner\n\nprior to use or publication. Definitive copies, however, shall be\n\nfiled with or mailed for filing to the Commissioner as required by\n\nsubparagraph 3 of this Paragraph G not later than the date such\n\nmaterial is used or published. The provisions of subparagraphs 1\n\nand 2 of this Paragraph G and subparagraph 5 of Paragraph K shall\n\napply, however, to any reprints or reproductions of all or any part\n\nof such material.\n\nH. Proposals of stockholders.\n\nProposals of stockholders shall be presented in such form and\n\ndetail as may be approved by the Commissioner.\n\nI. False or misleading statements.\n\nNo solicitation subject to this act shall be made by means of\n\nany proxy statement, form of proxy, notice of meeting, or other\n\ncommunication, written or oral, containing any statement which at\n\nthe time and in the light of the circumstances under which it is\n\nmade, is false or misleading with respect to any material fact, or\n\nwhich omits to state any material fact necessary in order to make\n\nthe statements therein not false or misleading or necessary to\n\ncorrect any statement in any earlier communication with respect to\n\nthe solicitation of a proxy for the same meeting or subject matter\n\nwhich has become false or misleading.\n\nJ. Prohibition of certain solicitations.\n\nNo person making a solicitation which is subject to this act\n\nshall solicit any undated or postdated proxy or any proxy which\n\nprovides that it shall be deemed to be dated as of any date\n\nsubsequent to the date on which it is signed by the stockholder.\n\nK. Special provisions applicable to election contests.\n\n1. Applicability.\n\nThis Paragraph shall apply to any solicitation subject to this\n\nact by any person or group for the purpose of opposing a\n\nsolicitation subject to this act by any other person or group with\n\nrespect to the election or removal of directors at any annual or\n\nspecial meeting of stockholders.\n\n2. Participant or participant in a solicitation.\n\n(a) For purposes of this Paragraph the term \"participant\" and\n\n\"participant in a solicitation\" include: (i) the insurer; (ii) any\n\ndirector of the insurer, and any nominee for whose election as a\n\ndirector proxies are solicited; (iii) any other person, acting alone\n\nor with one or more persons, committees or groups, in organizing,\n\ndirecting or financing the solicitation.\n\n(b) For the purposes of this Paragraph K the terms\n\n\"participant\" and \"participant in a solicitation\" do not include:\n\" include: (i) the insurer; (ii) any\n\ndirector of the insurer, and any nominee for whose election as a\n\ndirector proxies are solicited; (iii) any other person, acting alone\n\nor with one or more persons, committees or groups, in organizing,\n\ndirecting or financing the solicitation.\n\n(b) For the purposes of this Paragraph K the terms\n\n\"participant\" and \"participant in a solicitation\" do not include:\n\n(i) a bank, broker or dealer who, in the ordinary course of\n\nbusiness, lends money or executes orders for the purchase or sale of\n\nstock and who is not otherwise a participant; (ii) any person or\n\norganization retained or employed by a participant to solicit\n\nstockholders or any person who merely transmits proxy soliciting\n\nmaterial or performs ministerial or clerical duties; (iii) any\n\nperson employed in the capacity of attorney, accountant, or\n\nadvertising, public relations or financial adviser, and whose\n\nactivities are limited to the performance of his duties in the\n\ncourse of such employment; (iv) any person regularly employed as an\n\nofficer or employee of the insurer or any of its subsidiaries or\n\naffiliates who is not otherwise a participant; or (v) any officer or\n\ndirector of, or any person regularly employed by any other\n\nparticipant, if such officer, director, or employee is not otherwise\n\na participant.\n\n3. Filing of required information.\n\n(a) No solicitation subject to this section shall be made by\n\nany person other than the management of an insurer unless at least\n\nfive business days prior thereto, or such shorter period as the\n\nCommissioner may authorize upon a written showing of good cause\n\ntherefor, there has been filed with the Commissioner, by or on\n\nbehalf of each participant in such solicitation, a statement in\n\nduplicate containing the information specified and described in\n\nItems 1 to 6 inclusive, as set forth in subparagraph (g) of this\n\nsubparagraph 3 and which are hereinafter referred to as Schedule B.\n\nA copy of any material proposed to be distributed to stockholders in\n\nfurtherance of such solicitation also shall be filed as in this\n\nsubparagraph provided. Where preliminary copies of any materials\n\nare filed, distribution to stockholders should be deferred until the\n\nCommissioner's comments mailed within fourteen working days after\n\nthe filing have been received and complied with.\n\n(b) Within five business days after a solicitation subject to\n\nthis Paragraph K is made by the management of an insurer, or such\n\nlonger period as the Commissioner may authorize upon a written\n\nshowing of good cause therefor, there shall be filed with the\n\nCommissioner by or on behalf of each participant in such\n\nsolicitation, other than the insurer, and by or on behalf of each\n\nmanagement nominee for director, a statement in duplicate containing\n\nthe information specified by Schedule B.\n\n(c) If any solicitation on behalf of management or any other\n\nperson has been made, or if proxy material is ready for\n\ndistribution, prior to a solicitation subject to this section in\n\nopposition thereto, a statement in duplicate containing the\n\ninformation specified in Schedule B shall be filed with the\n\nCommissioner, by or on behalf of each participant in such prior\n\nsolicitation, other than the insurer, as soon as reasonably\n\npracticable after the commencement of the solicitation in opposition\n\nthereto.\n\n(d) If, subsequent to the filing of the statements required by\n\nparagraphs (a), (b) and (c) of this subparagraph 3, additional\n\npersons become participants in a solicitation subject to this rule,\n\nthere shall be filed with the Commissioner, by or on behalf of each\n\nsuch person, a statement in duplicate containing the information\n\nspecified by Schedule B, within three business days after such\n\nperson becomes a participant, or such longer period as the\n\nCommissioner may authorize upon a written showing of good cause\n\ntherefor.\nrsons become participants in a solicitation subject to this rule,\n\nthere shall be filed with the Commissioner, by or on behalf of each\n\nsuch person, a statement in duplicate containing the information\n\nspecified by Schedule B, within three business days after such\n\nperson becomes a participant, or such longer period as the\n\nCommissioner may authorize upon a written showing of good cause\n\ntherefor.\n\n(e) If any material change occurs in the facts reported in any\n\nstatement filed by or on behalf of any participant, an appropriate\n\namendment to such statement shall be filed promptly with the\n\nCommissioner.\n\n(f) Each statement and amendment thereto filed pursuant to this\n\nparagraph shall be part of the public files of the Commissioner.\n\n(g) Schedule B. Information to be included in statements filed\n\nby or on behalf of a participant (other than the insurer) in a proxy\n\nsolicitation in an election contest is as follows:\n\nItem 1. Insurer.\n\nState the name and address of the insurer.\n\nItem 2. Identity and background.\n\n(a) State the following:\n\n(1) Your name and business address. (2) Your present principal\n\noccupation or employment and the name, principal business and\n\naddress of any corporation or other organization in which such\n\nemployment is carried on.\n\n(b) State the following: (1) Your residence address.\n\n(2) Information as to all material occupations, positions,\n\noffices or employments during the last ten years, giving starting\n\nand ending dates of each and the name, principal business and\n\naddress of any business corporation or other business organization\n\nin which each such occupation, position, office or employment was\n\ncarried on.\n\n(c) State whether or not you are or have been a participant in\n\nany other proxy contest involving this company or other companies\n\nwithin the past ten years. If so, identify the principals, the\n\nsubject matter and your relationship to the parties and the outcome.\n\n(d) State whether or not, during the past ten years, you have been\n\nconvicted in a criminal proceeding (excluding traffic violations or\n\nsimilar misdemeanors) and, if so, give dates, nature of conviction,\n\nname and location of court, and penalty imposed or other disposition\n\nof the case. A negative answer to this subitem need not be included\n\nin the proxy statement or other proxy soliciting material.\n\nItem 3. Interest in stock of the insurer.\n\n(a) State the amount of each class of stock of the insurer\n\nwhich you own beneficially, directly or indirectly.\n\n(b) State the amount of each class of stock of the insurer\n\nwhich you own of record but not beneficially.\n\n(c) State with respect to the stock specified in (a) and (b)\n\nthe amounts acquired within the past two years, the dates of\n\nacquisition and the amounts acquired on each date.\n\n(d) If any part of the purchase price or market value of any of\n\nthe stock specified in paragraph (c) is represented by funds\n\nborrowed or otherwise obtained for the purpose of acquiring or\n\nholding such stock, so state and indicate the amount of the\n\nindebtedness as of the latest practicable date. If such funds were\n\nborrowed or obtained otherwise than pursuant to a margin account or\n\nbank loan in the regular course of business of a bank, broker or\n\ndealer, briefly describe the transaction, and state the names of the\n\nparties.\n\n(e) State whether or not you are a party to any contracts,\n\narrangements or understandings with any person with respect to any\n\nstock of the insurer, including but not limited to joint ventures,\n\nloan or option arrangements, puts or calls, guarantees against loss\n\nor guarantees of profits, division of losses or profits, or the\n\ngiving or withholding of proxies. If so name the persons with whom\n\nsuch contracts, arrangements, or understanding exist and give the\n\ndetails thereof.\nahoma Statutes - Title 36. Insurance Page 648\n\nstock of the insurer, including but not limited to joint ventures,\n\nloan or option arrangements, puts or calls, guarantees against loss\n\nor guarantees of profits, division of losses or profits, or the\n\ngiving or withholding of proxies. If so name the persons with whom\n\nsuch contracts, arrangements, or understanding exist and give the\n\ndetails thereof.\n\n(f) State the amount of stock of the insurer owned\n\nbeneficially, directly or indirectly, by each of your associates and\n\nthe names and address of each such associate.\n\n(g) State the amount of each class of stock of any parent,\n\nsubsidiary or affiliate of the insurer which you own beneficially,\n\ndirectly or indirectly.\n\nItem 4. Further matters.\n\n(a) Describe the time and circumstances under which you became\n\na participant in the solicitation and state the nature and extent of\n\nyour activities or proposed activities as a participant.\n\n(b) Describe briefly, and where practicable state the\n\napproximate amount of, any material interest, direct or indirect, of\n\nyourself and of each of your associates in any material transactions\n\nsince the beginning of the company's last fiscal year, or in any\n\nmaterial proposed transactions, to which the company or any of its\n\nsubsidiaries or affiliates was or is to be a party.\n\n(c) State whether or not you or any of your associates have any\n\narrangement or understanding with any person;\n\n(1) With respect to any future employment by the insurer or its\n\nsubsidiaries or affiliates; or\n\n(2) With respect to any future transactions to which the\n\ninsurer or any of its subsidiaries or affiliates will or may be a\n\nparty.\n\nIf so, describe such arrangement or understanding and state the\n\nnames of the parties thereto.\n\nItem 5. Additional information.\n\nAdditional information in such form and detail as the\n\nCommissioner may prescribe or request shall be furnished and\n\nincluded.\n\nItem 6. Signature.\n\nThe statement shall be dated and signed in the following\n\nmanner:\n\nI certify that the statements made in this statement are\n\ntrue, complete, and correct, to the best of my knowledge and belief.\n\n______________ ____________________\n\n(Date) (Signature of\n\nparticipant or\n\nauthorized\n\nrepresentative)\n\n4. Solicitations prior to furnishing required written proxy\n\nstatement.\n\nNotwithstanding the provisions of subparagraph 1 of Paragraph\n\n5, a solicitation subject to this section may be made prior to\n\nfurnishing stockholders a written proxy statement containing the\n\ninformation specified in Schedule A with respect to such\n\nsolicitation, provided that:\n\n(a) The statements required by subparagraph 3 of this Paragraph\n\nK are filed by or on behalf of each participant in such\n\nsolicitation.\n\n(b) No form of proxy is furnished to stockholders prior to the\n\ntime the written proxy statement required by subsection one of\n\nsection five is furnished to such persons; provided, however, that\n\nthis paragraph (b) shall not apply where a proxy statement then\n\nmeeting the requirements of Schedule A has been furnished to\n\nstockholders.\n\n(c) At least the information specified in paragraphs (b) and\n\n(c) of the statements required by subparagraph 3 of this Paragraph K\n\nto be filed by each participant, or an appropriate summary thereof,\n\nare included in each communication sent or given to stockholders in\n\nconnection with the solicitation.\noxy statement then\n\nmeeting the requirements of Schedule A has been furnished to\n\nstockholders.\n\n(c) At least the information specified in paragraphs (b) and\n\n(c) of the statements required by subparagraph 3 of this Paragraph K\n\nto be filed by each participant, or an appropriate summary thereof,\n\nare included in each communication sent or given to stockholders in\n\nconnection with the solicitation.\n\n(d) A written proxy statement containing the information\n\nspecified in Schedule A with respect to a solicitation is sent or\n\ngiven stockholders at the earliest practicable date.\n\n5. Solicitations prior to furnishing required written proxy\n\nstatement - Filing requirements.\n\nTwo copies of any soliciting material proposed to be sent or\n\ngiven to stockholders prior to the furnishing of the written proxy\n\nstatement required by subparagraph 1 of Paragraph E shall be filed\n\nwith the Commissioner in preliminary form at least five business\n\ndays prior to the date definitive copies of such material are first\n\nsent or given to such persons, or shorter period as the Commissioner\n\nmay authorize upon a written showing of good cause therefor.\n\n6. Application of Paragraph K to report.\n\nNotwithstanding the provisions of subparagraphs 2 and 3 of\n\nParagraph E, two copies of any portion of the report referred to in\n\nsubparagraph 2 of Paragraph E which comments upon or refers to any\n\nsolicitation subject to this Paragraph, or to any participant in any\n\nsuch solicitation, other than the solicitation by the management,\n\nshall be filed with the Commissioner as proxy material subject to\n\nthis regulation. Such portion of the report shall be filed with the\n\nCommissioner in preliminary form at least five business days prior\n\nto the date copies of the report are first sent or given to\n\nstockholders.\n\nL. Fee imposed on insurers - Purpose - Dedication\n\nFor the purpose of carrying into effect the provisions of this\n\nAct, there is hereby levied upon each insurer subject to this Act,\n\nan annual fee of One Hundred Dollars ($100.00). Such fee shall be\n\ndue and payable on October 1, 1965, and on July 15 of each\n\nsucceeding year and shall be paid to the Insurance Commissioner. All\n\nmoneys collected by the Commissioner from the fees herein provided\n\nfor, shall be deposited with the State Treasurer, who shall place\n\nthe same to the credit of the Insurance Commissioner, in a\n\ndepository fund to be known as the \"Solicitations and Trading\n\nRegulatory Fund\", under and subject exclusively to the control of\n\nthe Commissioner for the purpose of fulfilling and accomplishing the\n\nconditions and purposes of this Act. The Commissioner shall employ\n\nand fix the salaries of such employees as are necessary to carry out\n\nthe purpose of this Act and the administration thereof. All\n\nnecessary salaries, and expenses incurred by the Commissioner in the\n\nperformance of the duties placed upon him under this Act shall be a\n\nproper charge against, and shall be paid from such fund upon proper\n\nvouchers approved by the Commissioner. At the close of each fiscal\n\nyear hereafter the Commissioner shall file with the State Auditor\n\nand Inspector a true and correct report of all fees collected by him\n\nduring the previous fiscal year. All of said fees are hereby\n\ndedicated, appropriated and pledged to the accomplishment and\n\nfulfillment of the purposes of this Act, provided however, any of\n\nsaid moneys not so expended at the end of each fiscal year shall\n\nrevert to the general revenue fund of this State.\n\nM. Commissioner empowered to make rules.\n\nThe Insurance Commissioner is hereby authorized and empowered\n\nto promulgate such reasonable rules and regulations as are necessary\n\nto implement the purposes of this Act.\n\nN. Definition of terms.\n\nThe term \"insurer\" when used in this Act means any domestic\n\nstock insurer. The term \"Commissioner\" when used in this Act means\n\nthe Insurance Commissioner of the State of Oklahoma created by this\nles.\n\nThe Insurance Commissioner is hereby authorized and empowered\n\nto promulgate such reasonable rules and regulations as are necessary\n\nto implement the purposes of this Act.\n\nN. Definition of terms.\n\nThe term \"insurer\" when used in this Act means any domestic\n\nstock insurer. The term \"Commissioner\" when used in this Act means\n\nthe Insurance Commissioner of the State of Oklahoma created by this\n\nAct. The term \"person\" when used in this Act includes any firm,\n\npartnership, association or corporation.","path":["OK Code","Title 36"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os36.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"510c405cbea57e14d4c270bb200db75e8063ec10e39e192bf538f31a22c7d396","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-36-36-2126.1","next":"us-ok/okla.-stat.-tit.-36-36-2127"},"notice":"GroundRules: Original legal text. Not legal advice."}