Re: Vote your Proxy. Exert your ownership rights, even if the BOD rejects your view
posted on
Mar 22, 2013 04:44AM
This text in the Proxy bothers me:
"Under Delaware law, the three nominees receiving the highest number of votes will be elected as directors at the Annual Meeting. As a result, proxies voted to “Withhold Authority” and broker non-votes will have no practical effect."
It's the "Under Delaware law" clause that bothers me as I find it [deliberately] misleading. From what I could see, it's not "Delaware law" that causes this situation, but the defiance of the incumbent Board to act on the clear will of the vast majority of shareholders who, two years ago, voted (or thought they had voted) to change the voting method from "plurality" to "majority". Had that change been made, the above would have to read "Under Delaware law, only those nominees receiving a majority of the votes cast will be elected as directors at the Annual Meeting. "....
Is not "majority" equally permitted under Delaware law?
As for voting, all we shareholders who are disappointed with the Board can do is to vote in a manner to keep sending the message, lest the Board or Delaware authorities lose sight of the true will of the majority of shareholders.
WITHHOLD, AGAINST, AGAINST, 1 YEAR