Md. Code Regs. 31.04.07.02

Current through Register Vol. 51, No. 22, November 1, 2024

Section 31.04.07.02 - Definitions

A. In this chapter, the following terms have the meanings indicated.

B. Terms Defined.

(1) "Affiliate" means 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.

(2) "Associate" means:

(a) 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 10 percent or more of any class of equity securities;

(b) 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; and

(c) 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.

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

(a) Voting power including the power to vote, or the power to direct voting of, a security; or

(b) Investment power which includes the power to dispose of, or to direct the disposition of, the security.

(4) "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.

(5) "Issuer" means the issuer of the securities in respect of which a proxy is solicited.

(6) "Last fiscal year" means the last fiscal year of the issuer ending before the date of the meeting for which proxies are to be solicited.

(7) "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 individual who performs similar policy-making functions for the insurer.

(8) "Parent" means an affiliate controlling the person directly or indirectly through one or more intermediaries.

(9) "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 of a government.

(10) "Proxy statement" means the statement required by Regulation .04 of this chapter, whether or not contained in a single document.

(11) Solicitation.

(a) "Solicitation" means:

(i) A request for a proxy, whether or not accompanied by or included in a form of proxy;

(ii) A request to execute or not to execute, or to revoke, a proxy; or

(iii) 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.

(b) "Solicitation" does not apply, however, to:

(i) The furnishing of a form of proxy to a security holder upon the unsolicited request of the security holder;

(ii) The performance by the issuer of acts required by Regulation .08 of this chapter; or

(iii) The performance by any person of ministerial acts on behalf of a person soliciting a proxy.

(12) "Trust" includes only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security.

Md. Code Regs. 31.04.07.02

Regulations .02 adopted effective February 12, 2007 (34:3 Md. R. 303)