Minnesota Administrative Code

2715.6402 INSTRUCTIONS FOR FORM A. Subpart 1. Persons required to file statements. A statement on this form is required to be filed by every person who is directly or indirectly the beneficial owner of more than ten percent of any class of any equity security of a Minnesota domes…

2715.6403 FORM B: CHANGES IN OWNERSHIP. STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF EQUITY SECURITIES (Filed with Respect to Domestic Stock Insurer Pursuant to Minnesota Statutes, Section 60A.22) Name of Insurer: Address: Name of Person Whose Ownership is Reported: Address: R…

2715.6404 INSTRUCTIONS FOR FORM B. Subpart 1. Persons required to file statements. A statement on this form is required to be filed by every person who at any time during any calendar month was directly or indirectly the beneficial owner of more than ten percent of any class of a…

2715.7100 DEFINITIONS. Subpart 1. Scope. For the purposes of parts 2715.7100 to 2715.8400, the terms defined in this rule have the meanings given them unless the context otherwise requires. Subp. 2. Affiliate. An "affiliate" of, or a person affiliated with, a specified person is …

2715.7200 SCOPE. Subpart 1. Domestic stock and mutual insurers. Parts 2715.7100 to 2715.8400 apply to each domestic stock insurer, including a domestic stock and mutual insurer as defined in Minnesota Statutes, sections 66A.36 to 66A.39, which has any class of equity security hel…

2715.7300 SOLICITATIONS TO WHICH RULES APPLY. Part 2715.7370 applies to every solicitation that is subject to part 2715.7200. Parts 2715.7100, 2715.7300 to 2715.7360, and 2715.7380 apply to every solicitation that is subject to part 2715.7200 except the following: A. any solicita…

2715.7310 INFORMATION TO BE FURNISHED TO SECURITY HOLDERS. Subpart 1. Proxy statement. No solicitation subject to parts 2715.7100 to 2715.8400 shall be made unless each person solicited is concurrently furnished or has previously been furnished with a written proxy statement cont…

2715.7320 PROXY REQUIREMENTS. Subpart 1. Form. The form of proxy shall: A. indicate in boldface type whether or not the proxy is solicited on behalf of the issuer's board of directors and not by whom it is issued; B. provide a specifically designated blank space for dating the pr…

2715.7330 PRESENTATION OF INFORMATION IN PROXY STATEMENT. Subpart 1. Organization. The information included in the proxy statement shall be clearly presented and divided into groups according to subject matter. The various groups of information shall be preceded by appropriate he…

2715.7340 MATERIAL REQUIRED TO BE FILED. Subpart 1. Preliminary soliciting material. Two preliminary copies of the information statement or the proxy statement, form of proxy, and any other soliciting material to be furnished to security holders concurrently with it, or the infor…

2715.7350 MAILING COMMUNICATIONS FOR SECURITY HOLDERS. Subpart 1. Duties of issuer. If the management of the issuer has made or intends to make any solicitation subject to this rule, the issuer shall perform any of the acts in subparts 2 and 3 requested in writing with respect to…

2715.7360 PROPOSALS OF SECURITY HOLDERS. Subpart 1. Inclusion in proxy statement and form of proxy. If any holder of the securities of an issuer, hereafter referred to as the "proponent," notifies the issuer in writing not less than 90 days before the issuer's annual meeting of t…

2715.7370 FALSE OR MISLEADING STATEMENTS. No proxy statement, form of proxy, notice of meeting, information statement, or other communication, written or oral, subject to parts 2715.7100 to 2715.8400 shall contain any statement which, at the time and in the light of the circumsta…

2715.7380 PROHIBITION OF CERTAIN SOLICITATIONS. No person making a solicitation which is subject to this rule shall solicit any undated or postdated proxy or any proxy which provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed b…

2715.7390 SPECIAL PROVISIONS APPLICABLE TO ELECTION CONTESTS. Subpart 1. Scope. This part applies to any solicitation subject to parts 2715.7100 to 2715.8400 by any person or group for the purpose of opposing a solicitation subject to parts 2715.7100 to 2715.8400 by any other per…

2715.7700 MINIMUM REQUIREMENT. The proxy statement shall contain the information required by parts 2715.7710 to 2715.7910. Statutory Authority: MS s 60A.22 Published Electronically: September 14, 2007

2715.7710 REVOCABILITY OF PROXY. State whether or not the person giving the proxy has the power to revoke it. If the right of revocation before the proxy is exercised is limited or is subject to compliance with any formal procedure, briefly describe the limitation or procedure. S…

2715.7720 DISSENTERS' RIGHT OF APPRAISAL. Outline briefly any rights of appraisal or similar rights of dissenting security holders with respect to any matter to be acted upon and indicate any statutory procedure required to be followed by dissenting security holders in order to p…

2715.7730 PERSONS MAKING SOLICITATIONS. Subpart 1. Other than election contests. Items B and C apply to solicitations not subject to part 2715.7390. A. If the solicitation is made by the issuer, so state. Give the name of any director of the issuer who has informed the issuer in …

2715.7740 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON. A. For solicitations not subject to part 2715.7390, describe briefly any substantial interest, either direct or indirect, of each of the following persons, in any matter to be acted upon other than elections to of…

2715.7750 VOTING SECURITIES AND PRINCIPAL HOLDERS OF THEM. A. State, as to each class of voting securities of the insurer entitled to be voted at the meeting, the number of shares outstanding and the number of votes to which each class is entitled. B. Give the date as of which th…

2715.7760 DIRECTORS AND EXECUTIVE OFFICERS. If action is to be taken with respect to the election of directors, furnish the information required by items A to K, in tabular form to the extent practicable, with respect to each person nominated for election as a director and each o…

2715.7770 REMUNERATION OF DIRECTORS AND OFFICERS. Furnish the information required by items A to G if action is to be taken with respect to the election of directors; any bonus, profit sharing or other remuneration plan, contract or arrangement in which any director, nominee for …

2715.7780 MATTERS RELATED TO ACCOUNTING. If the solicitation is made on behalf of the issuer and relates to an annual meeting of security holders at which directors are to be elected or financial statements are included, furnish the information contained in items A to C. A. If th…

2715.7790 BONUS, PROFIT SHARING, OTHER REMUNERATION PLANS, PENSION, AND RETIREMENT PLANS. If action is to be taken with respect to any bonus, profit sharing, or other remuneration plan or any pension or retirement plan, furnish the information contained in items A to F. A. Descri…

2715.7800 OPTIONS, WARRANTS, OR RIGHTS. If action is to be taken with respect to the granting or extension of any options to purchase securities of the issuer or any subsidiary, furnish the information contained in items A to D. A. State the following: (1) the title and amount of…

2715.7810 AUTHORIZATION OR ISSUANCE OF SECURITIES OTHER THAN FOR EXCHANGE. If action is to be taken with respect to the authorization or issuance of any securities otherwise than for exchange for outstanding securities of the issuer, furnish the information contained in items A t…

2715.7820 MODIFICATION OF OR EXCHANGE OF SECURITIES. If action is to be taken with respect to the modification of any class of securities of the issuer, or the issuance or authorization for issuance of securities of the issuer in exchange for outstanding securities of the issuer,…

2715.7830 MERGERS, CONSOLIDATIONS, ACQUISITIONS, AND SIMILAR MATTERS. Furnish the information contained in items A to C if action is to be taken with respect to any plan for: the merger or consolidation of the issuer into or with any other person or of any other person into or wi…

2715.7840 FINANCIAL STATEMENTS. A. If action is to be taken with respect to any matter specified in parts 2715.7810 to 2715.7830, furnish financial statements of the issuer and its subsidiaries complying with the requirements of part 2715.7310, subpart 2, items A to C including s…

2715.7850 ACQUISITION OR DISPOSITION OF PROPERTY. If action is to be taken with respect to the acquisition or disposition of any property, furnish the information contained in items A to D. A. Describe briefly the general character and location of the property. B. State the natur…

2715.7860 RESTATEMENT OF ACCOUNTS. If action is to be taken with respect to the restatement of any asset, capital, or surplus account of the issuer, furnish the information contained in items A to D. A. State the nature of the restatement and its effective date. B. Outline briefl…

2715.7870 ACTION WITH RESPECT TO REPORTS. If action is to be taken with respect to any report of the issuer or of its directors, officers or committees or any minutes of meetings of its stockholders, furnish the information contained in items A and B. A. State whether or not the …

2715.7880 MATTERS NOT REQUIRED TO BE SUBMITTED. If action is to be taken with respect to any matter which is not required to be submitted to a vote of security holders, state the nature of the matter, the reasons for submitting it to a vote of security holders and what action is …

2715.7890 AMENDMENT OF CHARTER, BYLAWS, OR OTHER DOCUMENTS. A. If action is to be taken with respect to any amendment of the issuer's charter, bylaws or other documents as to which information is not required in parts 2715.7100 to 2715.7910, state briefly the reasons for and gene…

2715.7900 OTHER PROPOSED ACTION. If action is to be taken with respect to any matter not specifically referred to in parts 2715.7100 to 2715.7910 describe briefly the substance of each matter in substantially the same degree of detail as is required by parts 2715.7750 to 2715.789…

2715.7910 VOTE REQUIRED FOR APPROVAL. As to each matter which is to be submitted to a vote of security holders, other than elections to office or the selection or approval of auditors, state the vote required for its approval. Statutory Authority: MS s 60A.22 Published Electronic…

2715.8300 MINIMUM REQUIREMENT. The proxy statement shall contain the information required by parts 2715.8310 to 2715.8340. Statutory Authority: MS s 60A.22 Published Electronically: September 14, 2007

2715.8310 ISSUER. State the name and address of the issuer. Statutory Authority: MS s 60A.22 Published Electronically: September 14, 2007

2715.8320 IDENTITY AND BACKGROUND. A. State your name and business address and your present principal occupation or employment and the name, principal business and address of any corporation or other organization in which this employment is carried on. B. State your residence add…

2715.8330 INTEREST IN SECURITIES OF ISSUER. A. State the amount of each class of securities of the issuer which you own beneficially, directly or indirectly. B. State the amount of each class of securities of the issuer which you own of record but not beneficially. C. State with …

2715.8340 FURTHER MATTERS. A. Describe the time and circumstances under which you became a participant in the solicitation and state the nature and extent of your activities or proposed activities as a participant. B. Describe briefly, and where practicable state the approximate …

2715.8350 SIGNATURE. The statement shall be dated and signed in the following manner: I certify that the statements made in this statement are true, complete, and correct, to the best of my knowledge and belief. _ _ Date (Signature of participant or authorized representative) Sta…

2715.8400 MINIMUM REQUIREMENT. Subpart 1. Contents. The information statement shall contain the information required by subparts 2 to 7. Subp. 2. Limitation. Where any provision other than subpart 6 calls for information with respect to any matter to be acted upon at the meeting,…

2715.8500 ALTERNATIVE COMPLIANCE. Notwithstanding the provisions of parts 2715.7100 to 2715.8400, the commissioner shall permit the solicitation of proxies, consents, or authorizations if the manner of solicitation and the form of proxy, proxy statement and other documents used i…

2720.0100 DEFINITIONS. Subpart 1. Scope. For the purposes of this chapter, the terms defined in this part have the meanings given them. Subp. 2. Acquisition filing statement. "Acquisition filing statement" means the statement that must be filed prior to the acquisition of control…

2720.0300 PURPOSE. The purposes of these rules are to set forth procedural requirements that the commissioner deems necessary to carry out the provisions of the act. The information called for by these rules is hereby declared to be necessary and appropriate, in the public intere…