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Message: Rule 14a-11-Miles
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Feb 10, 2011 06:36PM
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Feb 10, 2011 06:56PM
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Feb 10, 2011 07:18PM
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Feb 10, 2011 07:54PM
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Feb 11, 2011 06:02AM
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Feb 11, 2011 06:41AM
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Feb 11, 2011 10:02AM

We already know from a question I wrote in at the shareholder's meeting and which Cliff answered, that the company will change it's filing status from accelerated filer at the end of the fiscal year. The new SEC rule 14a-11 gives shareholders the right to include their candidate (not to exceed 25% of board seats) on the proxy at the company's expense and WITHOUT BoD approval. However, this does not apply for small companies. Once we change our filing status and based on that SEC rule, shareholders of small companies (which we will be) may not nominate their candidates for inclusion in the proxy for THREE years.

Did I get it right :)

I believe that we still have the right to rally support for and submit a candidate to the board for their approval. However, they will use our money to pay for an attorney to fight that effort just as they did with Pete Lozano. They do not want a contested election. Majority voting in an uncontested election may not help us. consider this scenario:

Next year's election is uncontested. Shareholders get even more aggressive in their efforts to oust the BoD. The brokers are now instructed to vote against. The outcome says the Majority wants Johnson out but the remaining directors may have the right to appoint someone to replace him. So they replace him with another in house attorney from Rosewell Partners. Imagine that.

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Feb 11, 2011 11:00AM
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Feb 11, 2011 11:23AM
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Feb 11, 2011 11:55AM
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