3 Colo. Code Regs. § 702-3-2-1-4

Current through Register Vol. 48, No. 1, January 10, 2025

Section 3 CCR 702-3-2-1-4 - Definitions

A. "Affiliate" means an "affiliate" of, or a person affiliated with a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

B. "Associate," used to indicate a relationship with any person, means:

1. A corporation or organization (other than the issuer or a majority owned subsidiary of the issuer) of which the person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities;

2. A trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; or

3. A relative or spouse of that person, or any relative of the spouse, who has the same home as the person or who is a director or officer of the issuer or any of its parents or subsidiaries.

C. "Beneficial owner" means a person who, directly or indirectly, through a contract, arrangement, understanding, relationship, or otherwise, has or shares:

1. Voting power including the power to vote, or the power to direct voting of, a security; or

2. Investment power which includes the power to dispose of, or to direct the disposition of, the security.

D. "Control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

E. "Issuer" means the issuer of the securities in respect of which a proxy is solicited.

F. "Last fiscal year" of the issuer means the last fiscal year of the issuer ending prior to the date of the meeting for which proxies are to be solicited.

G. "Officer" means the president, secretary, treasurer, any vice president in charge of a principal business function (such as sales, administration or finance) and any other person who performs similar policymaking functions for the insurer.

H. "Parent" of a specified person is an affiliate controlling the person directly or indirectly through one or more intermediaries.

I "Person" means an individual, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization, or a government or political subdivision thereof. As used in this subsection, the term "trust" shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security.

J. "Proxy statement" means the statement required by Section 6, whether or not contained in a single document.

K. Solicitation:

1. The terms "solicit" and "solicitation" include:

a. A request for a proxy whether or not accompanied by or included in a form of proxy;

b. A request to execute or not to execute, or to revoke, a proxy; or

c. The furnishing of a form of proxy or other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy.

2. The terms do not apply, however, to the furnishing of a form of proxy to a security holder upon the unsolicited request of the security holder, the performance by the issuer of acts required by Section 10, or the performance by any person of ministerial acts on behalf of a person soliciting a proxy.

3 CCR 702-3-2-1-4

37 CR 20, October 25,2014, effective 11/15/2014

37 CR 20, October 25,2014, effective 1/1/2015

37 CR 23, December 10, 2014, effective 1/1/2015

38 CR 17, September 10, 2015, effective 10/1/2015

39 CR 05, March 10, 2016, effective 4/1/2016

39 CR 14, July 25, 2016, effective 8/15/2016

39 CR 23, December 10, 2016, effective 1/1/2017

40 CR 03, February 10, 2017, effective 3/15/2017

40 CR 05, March 10, 2017, effective 4/1/2017

40 CR 13, July 10, 2017, effective 8/1/2017

40 CR 17, September 10, 2017, effective 11/1/2017

43 CR 06, March 25, 2020, effective 4/15/2020

44 CR 03, February 10, 2021, effective 3/15/2021

44 CR 23, December 10, 2021, effective 1/1/2022

46 CR 03, February 10, 2023, effective 3/2/2023