Re: Electing BoD
posted on
Jul 26, 2009 05:55PM
Directors are elected by plurality vote, meaning that (should there be more nominees than seats available) the nominees who receive the most votes will be elected for the term nominated, even if the number of votes received by any one or more nominees is less than a majority of the votes cast.
Our bylaws provide that the number of our directors may be no less than three and no more than seven, with the exact number to be fixed as the Board determines.
Our directors and executive officers, together with their respective affiliates, beneficially own approximately 2.1% of the outstanding Common Stock, and they have indicated that they intend to vote their shares in favor of all proposals set forth in this Proxy Statement. https://materials.proxyvote.com/Approved/70336N/20080930/NPS_28007/images/Patriot_Scientific-Proxy2008.pdf So, plurality voting is legal, and as long no more than 7 people stand for election, the 2.1% holding guarantees the election of ALL nominated directors. The only way around the staus quo would be for there to be nominations of 8 or more people for election to the Board. Be well