ORGANIZATION AND CORPORATE PROCEDURES OF STOCK AND MUTUAL INSURERS
41-2868. Proxy regulations. (1) This section shall apply to all domestic stock insurers except:
(a) A domestic stock insurer having less than one hundred (100) stockholders; except, that if ninety-five per cent (95%) or more of the insurer’s stock is owned or controlled by a parent or affiliated insurer, this section shall not apply to such insurer unless its remaining shares are held by five hundred (500) or more stockholders.
(b) Domestic stock insurers which, relative to the voting and other securities involved, file with the securities and exchange commission forms of proxies, consents and authorizations pursuant to the Securities Exchange Act of 1934, as amended.
(2) Every insurer to which this section is applicable shall furnish its stockholders in advance of stockholder meetings, information in writing reasonably adequate to inform them relative to all matters to be presented by the insurer’s management for consideration of stockholders at such meeting.
(3) No person shall solicit a proxy, consent, or authorization in respect of any stock or other voting security of such an insurer unless he furnishes the person so solicited with written information reasonably adequate as to:
(a) The material matters in regard to which the powers so solicited are proposed to be used; and
(b) The person or persons on whose behalf the solicitation is made, and the interest of such person or persons in relation to such matters.
(4) No person shall so 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.
(5) The form of all such proxies shall:
(a) Conspicuously state on whose behalf the proxy is solicited;
(b) Provide for dating the proxy;
(c) Impartially identify each matter or group of related matters intended to be acted upon;
(d) 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
(e) Be legibly printed, with context suitably organized.
Except, that a proxy may confer discretionary authority as to matters as to which choice is not specified pursuant to item (d), above, if the form conspicuously states how it is intended to vote the proxy or authorization in each such case; and may confer discretionary authority 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.
(6) No proxy shall confer authority (a) to vote for election of any person to any office for which a bona fide nominee is not named in the proxy statement, or (b) to vote in any annual meeting (or adjournment thereof) other than the annual meeting next following the date on which the proxy statement and form were furnished stockholders.
(7) The director shall have authority to make and promulgate reasonable rules and regulations for the effectuation of this section, and in so doing shall give due consideration to rules and regulations promulgated for similar purposes by the insurance supervisory officials of other states.
(8) Any proxy, consent or authorization obtained in violation of this section or of the lawful rules and regulations of the director hereunder, shall be void.
[I.C., sec. 41-2868, as added by 1969, ch. 214, sec. 68, p. 625.]