I'm crawling out of lurk mode to get some clarification. There is all this arguing over application of 14a-11, what constitutes a majority, "rules" for candidacy, with IMO a complete lack of clarity - and thus confusion (at least for me). So I pose questions and cite opinions in an effort for all to gain the clarity I need.

As I understand the current situation, the shareholder proposal to switch to majority (vs. plurity) voting for BoD members was approved. IMO, this should mean that in the next vote will be a "majority vote wins". IMO, the ISSUE is who will be permitted candidates.

My understanding is that 14a-11 pertains to BoD candidates who do not pass muster in a review of their talent, etc., by the company. It is a mechanism to enable prospective BoD candidates to "force" their way onto the proxy/ballot when the company has concluded that the person is not a "good fit".

So, if the company determines that a candidate is considered a "good fit" for the position, they would be placed on the ballot, and 14a-11 is a non-issue, RIGHT? So the application of 14a-11 has to do with a person's viability for the position per PTSC.

Bottom line: proposed candidates considered ineligible by the company depend on 14a-11, and proposed candidates considered eligible by the company will find themselves on the next ballot.

Credentials matter.

Now, "majority vote". Some keep arguing that a candidate would have to achieve 51% of the vote to get on the board. While that would indeed indicate a majority, 51% is not needed. The only way that 51% would be the threshold is if there were only two candidates vying for a single position. Why conclude there would only be one, two or three new candidates? What if there are 14? Those who receive the majority of votes, which could be as few as 10%, would win.

Clarification and correction of the above is solicited.

'749 - Nice!

SGE