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Message: NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be Held September 1, 2011
e.Digital Corporation
16770 West Bernardo Drive, San Diego, California 92127
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held September 1, 2011
TO THE STOCKHOLDERS OF E.DIGITAL CORPORATION:

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of e.Digital Corporation, a Delaware corporation (the “Company”), will be held at the Radisson Suites Hotel Rancho Bernardo, located at 11520 West Bernardo Court, San Diego, California 92127, on September 1, 2011, beginning at 10:00 a.m. local time. The Annual Meeting will be held for the following purposes:

1.
To elect directors of the Company to serve as directors for the ensuing year and until such directors’ successor has been duly elected and qualified or until such directors have otherwise ceased to serve as directors.
2.
To ratify the appointment of SingerLewak LLP as independent accountants for the Company for the fiscal year ending March 31, 2012.
3.
To transact such other business as may properly come before the meeting or any postponements or adjournments thereof.
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