1. (1) "Associate" means a relationship with:

   1. (a) a corporation or organization, other than the issuer or a majority owned subsidiary of the issuer, of which the person is:

      1. (i) an officer or partner; or
      2. (ii) directly or indirectly the beneficial owner of 10% or more of any class of equity securities;

   2. (b) a trust or other estate in which the person:

      1. (i) has a substantial beneficial interest; or
      2. (ii) serves as a trustee or in a similar fiduciary capacity; or
   3. (c) a relative or spouse of the 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.

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

   1. (a) voting power, including the power to vote, or the power to direct voting of, a security; or
   2. (b) investment power that includes the power to dispose of, or to direct the disposition of, a security.
3. (3) "Issuer" means the issuer of the security for which a proxy is solicited.
4. (4) "Last fiscal year" means the issuer's last fiscal year ending before the date of the meeting for which a proxy is solicited.

5. (5) "Officer" means a:

   1. (a) president;
   2. (b) secretary;
   3. (c) treasurer;
   4. (d) vice president in charge of a principal business function; or
   5. (e) person who performs a similar policy-making function for an insurer.
6. (6) "Parent" means an affiliate controlling a person directly or indirectly through one or more intermediaries.
7. (7) "Proxy statement" means a statement required by Section R590-67-7, whether or not contained in a single document.

8. (8)(a) "Solicitation" or "solicit" means:

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

      1. (ii) a request to execute, to not execute, or to revoke, a proxy; or
      2. (iii) furnishing a proxy form or other communication to a security holder under a circumstance reasonably calculated to result in the procurement, withholding, or revocation of a proxy.

   2. (b) "Solicitation" or "solicit" does not mean:

      1. (i) furnishing a proxy form to a security holder upon the unsolicited request of the security holder;
      2. (ii) the performance by the issuer of an act required by Section R590-67-11; or
      3. (iii) the performance by any person of a ministerial act on behalf of a person soliciting a proxy.

Terms used in this rule are defined in Section 31A-1-301. Additional terms are defined as follows:

KEY: insurance law

Date of Last Change: June 9, 2023

Notice of Continuation: August 9, 2024

Authorizing, and Implemented or Interpreted Law: 31A-2-201