Section 210-9-012 - Special provisions applicable to election contests012.01 Applicability This section shall apply to any solicitation subject to this regulation by any person or group for the purpose of opposing a solicitation subject to this regulation by any other person or group with respect to the election or removal of directors at any annual or special meeting of the shareholders.
012.02 Participant or Participant in a Solicitation. 012.02A For purposes of this section the terms "participant" and "participant in a solicitation" include (ii) any director of the insurer, and any nominee for whose election as a director proxies are solicited;(iii) any other person, acting alone or with one or more other persons, committees or groups, in organizing, directing or financing the solicitation.012.02B For the purposes of this section the terms "participant" and "participant in a solicitation" do not include (i) a bank, broker or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of stock and who is not otherwise a participant; (ii) any person or organization retained or employed by a participant to solicit shareholders or any person who merely transmits proxy [soliciting] material or performs ministerial or clerical duties; (iii) any person employed in the capacity of attorney, accountant, or advertising, public relations or financial adviser, and whose activities are limited to the performance of his duties in the course of such employment;(iv) any person regularly employed as an officer or employee of the insurer or any of its subsidiaries or affiliates who is not otherwise a participant; or (v) any officer or director of, or any person regularly employed by any other participant, if such officer, director, or employee is not otherwise a participant.012.03 Filing of Information Required by Schedule B.012.03A No solicitation subject to this section shall be made by any person other than the management of an insurer unless at least five business days prior thereto, or such shorter period as the Director may authorize upon a showing of good cause therefor, there has been filed, with the Director by or on behalf of each participant in such solicitation, a statement in duplicate containing the information specified by Schedule B and a copy of any material proposed to be distributed to shareholders in furtherance of such solicitation. Where preliminary copies of any materials are filed, distribution to shareholders should be deferred until the Director's comments have been received and complied with.012.03B Within five business days after a solicitation subject to this section is made by the management of an insurer, or such longer period as the Director may authorize upon a showing of good cause therefor, there shall be filed with the Director by or on behalf of each participant in such solicitation, other than the insurer, and by or on behalf of each management nominee for director, a statement in duplicate containing the information specified by Schedule B.012.03C If any solicitation on behalf of management or any other person has been made, or if proxy material is ready for distribution, prior to a solicitation subject to this section in opposition thereto, a statement in duplicate containing the information specified in Schedule B shall be filed with the Director by or on behalf of each participant in such prior solicitation, other than the insurer, as soon as reasonably practicable after the commencement of the solicitation in opposition thereto.012.03D If, subsequent to the filing of the statements required by subsections012.03A, 012.03B, and 012.03C of this subsection, additional persons become participants in a solicitation subject to this rule, there shall be filed with the Director, by or on behalf of each such person, a statement in duplicate containing the information specified by Schedule B, within three business days after such person becomes a participant, or such longer period as the Director may authorize upon a showing of good cause therefor.012.03E If any material change occurs in the facts reported in any statement filed by or on behalf of any participant, an appropriate amendment to such statement shall be filed promptly with the Director.012.03F Each statement and amendment thereto filed pursuant to this paragraph shall be part of the public files of the Director.012.04 Solicitations Prior to Furnishing Required Written Proxy Statement. Notwithstanding the provisions of subsection 006.01 of section 006, a solicitation subject to this section may be made prior to furnishing shareholders a written proxy statement containing the information specified in Schedule A with respect to such solicitation, provided that 012.04A The statements required by subsection 012.03C hereof are filed by or on behalf of each participant in such solicitation.012.04B No form of proxy is furnished to shareholders prior to the time the written proxy statement required by subsection 006.01 of section 006 is furnished to such persons; Provided, however, that this paragraph 006.02 shall not apply where a proxy statement then meeting the requirements of Schedule A has been furnished to shareholders.012.04C At least the information specified in subsections006.02 and 006.03 of the statements required by subsection 012.03 hereof to be filed by each participant, or an appropriate summary thereof, are included in each communication sent or given to shareholders in connection with the solicitation.012.04D A written proxy statement containing the information specified in Schedule A with respect to a solicitation is sent or given shareholders at the earliest practicable date.012.05 Solicitations Prior to Furnishing Required Written Proxy Statement -- Filing Requirements. Two copies of any soliciting material proposed to be sent or given to shareholders prior to the furnishing of the written proxy statement required by subsection 006.01 of section 006 shall be filed with the Director in preliminary form at least five business days prior to the date definitive copies of such material are first sent or given to such persons, or shorter period as the Director may authorize upon a showing of good cause therefor,012.06 Application of This Section to Report. Notwithstanding the provisions of subsections 006.02 and 006,03 of section 006, two copies of any portion of the report referred to in subsection 006.02 of section 006 which comments upon or refers to any solicitation subject to this section, or to any participant in any such solicitation, other than the solicitation by the management, shall be filed with the Director as proxy material subject to this regulation. Such portion of the report shall be filed with the Director in preliminary form at least five business days prior to the date copies of the report are first sent or given to shareholders.210 Neb. Admin. Code, ch. 9, § 012