N.J. Admin. Code § 11:2-7.1

Current through Register Vol. 56, No. 24, December 18, 2024

Section 11:2-7.1 - Required information

(a) Statements filed by or on behalf of a participant (other than the insurer) in a proxy solicitation in an election contest shall include the following information:

1. The name and address of the insurer.

2. The participant's name and business address.

3. The participant's present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is carried on.

4. The participant's residence address.

5. Information as to all the participant's material occupations, positions, officers or employments during the last ten years, including:

i. Starting and ending dates of each; and

ii. The name, principal business and address of any business corporation or other business organization in which each such occupation, position, office or employment was carried on.

6. Whether or not the participant is or has been a participant in any other proxy contest involving this company or other companies within the past ten years. If so, the proxy statement shall:

i. Identify the principals;

ii. State the subject matter;

iii. Describe the participant's relationship to the parties; and

iv. State the outcome.

7. Whether or not during the past ten years the participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). If so, the proxy statement shall state:

i. The date(s) of conviction;

ii. The nature of conviction;

iii. The name and location of the court; and

iv. The penalty imposed or other disposition of the case.

8. A negative answer to (a)7 above need not be included in the proxy statement or other proxy soliciting material.

9. The amount of each class of stock of the insurer which the participant owns beneficially, directly or indirectly.

10. the amount of each class of stock of the insurer which the participant owns of record but not beneficially.

11. With respect to the stock specified in (a)9 and 10 above, the proxy statement shall state:

i. The amounts acquired within the past two years;

ii. The dates of acquisition; and

iii. The amounts acquired on each date.

12. If any part of the purchase price or market value of any of the stock specified in (a)9 and 10 above is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such stock, the proxy statement shall so state and shall indicate the amount of the indebtedness as of the latest practicable date.

13. If any part of the purchase price or market value of any of the stock specified in (a)9 and 10 above were borrowed or obtained other than pursuant to a margin account or bank loan in the regular course of business of a bank, broker or dealer, the proxy statement shall briefly describe the transaction, and state the names of the parties.

14. Whether or not the participant is a party to any contracts, arrangements or understandings with any person with respect to any stock of the insurer.

i. If so, the proxy statement shall:

(1) Name the persons with whom such contracts, arrangements or understandings exist; and

(2) Give the details thereof.

ii. Such contracts, arrangements, or understandings include, but are not limited to:

(1) Joint ventures;

(2) Loan or option arrangements;

(3) Puts or calls;

(4) Guarantees against loss or guarantees of profits;

(5) Division of losses or profits; or

(6) The giving or withholding of proxies.

15. The amount of stock of the insurer owned beneficially, directly or indirectly, by each of the participant's associates, and the name and address of each such associate.

16. The amount of each class of stock of any parent, subsidiary or affiliate of the insurer which the participant owns beneficially, directly or indirectly.

17. The time and circumstances under which the participant became a participant in the solicitation, and the nature and extent of the participant's activities or proposed activities as a participant.

18. The approximate amount of any material interest, direct or indirect, of the participant and of each of the participant's associates in any material transactions since the beginning of the company's last fiscal year, or in any material proposed transactions to which the company or any of its subsidiaries or affiliates was or is to be a party (where practicable).

19. Whether or not the participant or any of the participant's associates have any arrangement or understanding with any person with respect to:

i. Any future employment by the insurer or its subsidiaries or affiliates; or

ii. Any future transactions to which the insurer or any of its subsidiaries or affiliates will or may be a party.

20. If the participant or the participant's associates have such arrangement as described in (a)19 above, the proxy statement shall:

i. Describe such arrangement or understanding; and

ii. State the names of the parties thereto.

21. The signature of the participant and the date, which shall be executed in the following manner:

I certify that the statements made in the above statement are true, complete, and correct, to the best of my knowledge and belief.

......................................	......................................
(Date)	(Signature of participant or authorized representative)

N.J. Admin. Code § 11:2-7.1

Amended by R.1996 d.3, effective 1/2/1996.
See: 27 New Jersey Register 3278(b), 28 New Jersey Register 152(b).