Or. Admin. Code § 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.
Notes
Exhibits referenced are available from the agency.
Stat. Auth.: ORS 731.244, 732.415
Stats. Implemented: ORS 732.415(4)
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