Ins 6.40(11)(e)(e) Solicitations prior to furnishing required written proxy statement — filing requirements. Two copies of any soliciting material proposed to be sent or given to stockholders prior to the furnishing of the written proxy statement required by sub. (5) (a) shall be filed with the commissioner in preliminary form at least 5 business days prior to the date definitive copies of such material are first sent or given to such persons, or shorter period as the commissioner may authorize upon a showing of good cause therefor.

Ins 6.40(11)(f)(f) Application of sub. (11) to report. Notwithstanding the provisions of sub. (5) (b) and (c), 2 copies of any portion of the report referred to in sub. (5) (b) which comments upon or refers to any solicitation subject to sub. (11) or to any participant in any such solicitation, other than the solicitation by the management, shall be filed with the commissioner as proxy material subject to this regulation. Such portion of the report shall be filed with the commissioner in preliminary form at least 5 business days prior to the date copies of the report are first sent or given to stockholders.

Ins 6.40(12)(a)(a) 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 such limitation or procedure.

Ins 6.40(12)(b)(b) Dissenters’ rights of appraisal. Outline briefly the rights of appraisal or similar rights of dissenting stockholders with respect to any matter to be acted upon and indicate any statutory procedure required to be followed by such stockholders in order to perfect their rights. Where such rights may be exercised only within a limited time after the date of the adoption of a proposal, the filing of a charter amendment, or other similar act, state whether the person solicited will be notified of such date.

Ins 6.40(12)(c)(c) Persons making solicitations not subject to s. Ins 6.40 (11).

Ins 6.40(12)(c)1.1. If the solicitation is made by the management of the insurer, so state. Give the name of any director of the insurer who has informed the management in writing that he or she intends to oppose any action intended to be taken by the management and indicate the action which he or she intends to oppose.

Ins 6.40(12)(c)2.2. If the solicitation is made otherwise than by the management of the insurer, state the names and addresses of the persons by whom and on whose behalf it is made and the names and addresses of the persons by whom the cost of solicitation has been or will be borne, directly or indirectly.

Ins 6.40(12)(d)(d) Interest of certain persons in matters to be acted upon. Describe briefly any substantial interest, direct or indirect, by stockholdings or otherwise, of any director, nominee for election for director, officer and, if the solicitation is made otherwise than on behalf of management, each person on whose behalf the solicitation is made, in any matter to be acted upon other than elections to office.

Ins 6.40(12)(e)(e) Stocks and principal stockholders.

Ins 6.40(12)(e)1.1. State, as to class of voting stock 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.

Ins 6.40(12)(e)2.2. Give the date as of which the record list of stockholders entitled to vote at the meeting will be determined. If the right to vote is not limited to stockholders of record on that date, indicate the conditions under which other stockholders may be entitled to vote.

Ins 6.40(12)(f)(f) Nominees and directors. If action is to be taken with respect to the election of directors furnish the following information, in tabular form to the extent practicable, with respect to each person nominated for election as a director and each other person whose term of office as a director will continue after the meeting:

Ins 6.40(12)(f)1.1. Name each such person, state when his or her term of office or the term of office for which he or she is a nominee will expire, and all other positions and offices with the insurer presently held by him or her, and indicate which persons are nominees for election as directors at the meeting.

Ins 6.40(12)(f)2.2. State his or her present principal occupation or employment and give the name and principal business of any corporation or other organization in which such employment is carried on. Furnish similar information as to all of his or her principal occupations or employments during the last 5 years, unless he or she is now a director and was elected to his or her present term of office by a vote of stockholders at a meeting for which proxies were solicited under this regulation.

Ins 6.40(12)(f)4.4. State, as of the most recent practicable date, the approximate amount of each class of stock of the insurer or any of its parents, subsidiaries or affiliates other than directors’ qualifying shares, beneficially owned directly or indirectly by him or her. If he or she is not the beneficial owner of any such stocks make a statement to that effect.

Ins 6.40(12)(g)(g) Remuneration and other transactions with management and others. Furnish the information reported or required in item 1. of Schedule SIS — Stockholder Information Supplement (s. Ins 7.02) under the heading “Information Regarding Management and Directors” if action is to be taken with respect to: 1) the election of directors, 2) any remuneration plan, contract or arrangement in which any director, nominee for election as a director, or officer of the insurer will participate, 3) any pension or retirement plan in which any such person will participate, or 4) the granting or extension to any such person of any options, warrants or rights to purchase any stocks, other than warrants or rights issued to stockholders, as such, on a pro rata basis. If the solicitation is made on behalf of persons other than the management, information shall be furnished only as to item 1.A. of the aforesaid heading of Schedule SIS.

Ins 6.40(12)(h)(h) Bonus, profit sharing and other remuneration plans. If action is to be taken with respect to any bonus, profit sharing, or other remuneration plan of the insurer, furnish the following information:

Ins 6.40(12)(h)1.1. A brief description of the material features of the plan, each class of persons who will participate therein, the approximate number of persons in each such class, and the basis of such participation.

Ins 6.40(12)(h)3.3. If the plan to be acted upon may be amended (other than by a vote of stockholders) in a manner which would materially increase the cost thereof to the insurer or to materially alter the allocation of the benefits as between the groups specified in subd. 2., the nature of such amendments should be specified.