June 1st,2010....Proposal
posted on
Mar 25, 2010 10:21AM
For those of you interested in some action to take place....the following cut and paste was just mailed yesterday and obviously not yet in the hands of Mr. Flowers .
Whether you dissatisfied or satisfied with the BOD is not the point in this proposal...I truly believe that this is the proper way to go, not only for PTSC but every other corporation, listed on all the markets.
Obviously not everyone will agree with my proposal...that's fine and expected...all I ask is if you agree with it and want it added to our next proxy please give this a thumbs up rating....and secondly if you get a moment please email PR at PTSC voicing you desire to see this proposal on the 2010 Proxy. Both gestures should send a strong message to our BOD.
I also would be surprised if this was the only shareholder proposal...I would expect others of you out there have some additional items you'd like to see on the Proxy too...so I expect to probably see more than this one.
SHAREHOLDER PROPOSAL
“Resolved:
That the shareholders of Patriot Scientific Corporation (“Company”) hereby request that the Board of Directors initiate the appropriate process to amend the Company’s governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders.
Supporting Statement:
Our Company is incorporated in Delaware. Delaware law provides that a company’s certificate of incorporation or bylaws may specify the number of votes that shall be necessary for the transaction of any business, including the election of directors. (DGCL, Title 8, Chapter 1, Subchapter VII, Section 216).
The law provides that if the level of voting support necessary for a specific action is not specified in a corporation’s certificate or bylaws, directors “shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.”
Our Company presently uses the plurality vote standard to elect directors. This proposal requests
that the Board initiate a change in the Company’s director election vote standard to provide that nominees for the board of directors must receive a majority of the vote cast in order to be elected or reelected to the Board.
We believe that a majority vote standard in director elections would give shareholders a meaningful role in the director election process. Under the Company’s current standard, a nominee in a director election can be elected with as little as a single affirmative vote, even if a substantial majority of the votes cast are “withheld” from that nominee. The majority vote standard would require that a director receive a majority of the vote cast in order to be elected to the Board.
Some companies have adopted board governance policies requiring director nominees that fail to receive majority support from shareholders to tender their resignations to the board. We believe that these policies are inadequate for they are based on continued use of the plurality standard and would allow director nominees to be elected despite only minimal shareholder support. We contend that changing the legal standard to a majority vote is a superior solution that merits shareholder support.
Our proposal is not intended to limit the judgment of the Board in crafting the requested governance change. For instance, the Board should address the status of incumbent director nominees who fail to receive a majority vote under a majority vote standard and whether a plurality vote standard may be appropriate in director elections when the number of director nominees exceeds the available board seats.
We urge your support FOR this important director election reform.”