Or. Admin. Code § 836-024-0004

Current through Register Vol. 63, No. 12, December 1, 2024

Section 836-024-0004 - Application of OAR 836-024-0003 to 836-024-0055

(1) A domestic stock insurer that has a class of equity securities held of record by 300 or more persons, or any director, officer or employee of that insurer, or any other person, may not solicit or permit the use of the name of a holder of any of the equity securities to solicit, by mail or otherwise, any proxy, consent or authorization in respect to any class of equity securities contrary to any provision of OAR 836-024-0003 to 836-024-0055 or Schedules A and B. OAR 836-024-0003 to 836-024-0055 do not apply, however, to:

(a) A domestic stock insurer if 95 percent or more of its equity securities is owned or controlled by a parent or an affiliated insurer and the remaining securities are held of record by fewer than 500 persons; or

(b) A domestic stock insurer, with respect to a class of securities, if the insurer files with the federal Securities and Exchange Commission forms of proxies, consents and authorizations complying with the requirements of the Securities and Exchange Act of 1934, as amended, and its applicable regulations, with respect to that class of securities.

(2) If proxies, consents or authorizations relating to a class of equity securities of a domestic stock insurer subject to section (1) of this rule are not solicited by or on behalf of the management of the insurer from the holders of record of the securities according to OAR 836-024-0003 to 836-024-0055 and its schedules, the insurer shall:

(a) File with the Director a written information statement containing the information specified in Schedule C; and

(b) Transmit the written information statement referred to in subsection (a) of this section to every security holder who is entitled to vote on a matter to be acted upon at any meeting of the security holders, and from whom a proxy is not solicited.

(3)Exhibits A, B and C are incorporated into this rule as Exhibits 1, 2 and 3.

Or. Admin. Code § 836-024-0004

ID 16-2006, f. & cert. ef. 8-7-06

Exhibits referenced are available from the agency.

Stat. Auth.: ORS 731.244, 732.415

Stats. Implemented: ORS 732.415(4)