Subchapter B. INFORMATION FURNISHED TO SECURITY
HOLDERS PRIOR TO SOLICITATIONS
Sec.
23.21. Required information prior to solicitations.
23.22. Financial statements accompanying proxies.
23.23. Copies for Insurance Department.
23.24. Information statement to security holders.§ 23.21. Required information prior to solicitations.
No solicitation subject to this chapter shall be made unless each person solicited is concurrently furnished or has previously been furnished with a written proxy statement containing the information specified in Schedule A, as described in Subchapter F (relating to required information for Schedules A and B).
Cross References This section cited in 31 Pa. Code § 23.22 (relating to financial statements accompanying proxies); 31 Pa. Code § 23.53 (relating to filing requirements for initial solicitations); and 31 Pa. Code § 23.67 (relating to solicitations prior to written proxy statements).
§ 23.22. Financial statements accompanying proxies.
(a) If a solicitation is made on behalf of the management of the insurer relating to an annual meeting of security holders at which directors are to be elected, each proxy statement furnished under § 23.21 (relating to required information prior to solicitations) shall be accompanied or preceded by an annual report, in preliminary or final form, to the security holders, containing whatever financial statements for the last fiscal year are referred to in Schedule SIS, as promulgated by the National Association of Insurance Commissioners, under the heading ‘‘Financial Reporting to Stockholders.’’
(b) Subject to the requirements in subsection (a) with respect to financial statements, the annual report to security holders may be in any form deemed suitable by the management.
Cross References This section cited in 31 Pa. Code § 23.24 (relating to information statement to security holders); and 31 Pa. Code § 23.54 (relating to annual reports).
§ 23.23. Copies for Insurance Department.
Two copies of each report sent to the security holders under the provisions of this subchapter shall be mailed to the Insurance Department, not later than the date on which the report is first sent or given to the security holders or the date on which preliminary copies of solicitation material are filed with the Insurance Department pursuant to § 23.41 (relating to preliminary copies of information statements), whichever date is later.
Cross References This section cited in 31 Pa. Code § 23.54 (relating to annual reports).
§ 23.24. Information statement to security holders.
(a) If no solicitation is being made by the management of the insurer with respect to an annual meeting, or other meeting, the insurer shall mail to every security holder of record, at least 20 days prior to the meeting date, an information statement as required by § 23.5 (relating to disclosure of equivalent information) containing the information called for by Schedule A, as described in Subchapter F (relating to required information for Schedules A and B), other than Items 1, 3 and 4 thereof, which would be applicable to any matter to be acted upon at the meeting if proxies were solicited in connection with the meeting.
(b) If the information statement relates to an annual meeting at which directors are to be elected, it shall be accompanied by an annual report to those security holders in the form provided in § 23.22 (relating to financial statements accompanying proxies).
Cross References This section cited in 31 Pa. Code § 23.5 (relating to disclosure of equivalent information); and 31 Pa. Code § 23.54 (relating to annual reports).
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