There was a certain dialogue had about 6 months ago concerning who had the authority to issue shares. One side, the wrong side, swore that the President of a company could do what he wanted and issue at will. The other side, the correct side, contended that the only body that could issue shares was the company BOD. And certainly NOT shareholders.
We are at a similar moment. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Designation of a new class of Preferred stock, or the amendment of a Designation of a Class is not in any way an Amendment of Incorporation or Bylaws.
DECN has 5 million shares of Preferred stock Designated (authorized). As long as the BOD doesn't exceed their Designations they can create, change, retire, or issue all the shares they wish and it does not require an Amendment of the Incorporation or a change in Bylaws. They cannot as stated, increase the Designations above 5 million shares without a Proxy. They cannot lower the Designations without a Proxy. Those tasks would require an Amendment of Incorporation. But the BOD can do everything that DECN has done because as the company Bylaws point out, that is the job of the BOD. In most states filing an Amendment to Designation is a check the box form followed by a 10 word description of the action or actions.
I know this is not what a few people wanted to hear, but the fact is no 8-K is needed. In fact an 8-K would be considered out of place. No notification of shareholders or approval of shareholders is required for this type of BOD action. Real bummer huh?
And I disagree about using the Subsequent Events section of the Annual Report to describe this action. Rather, the company provides a detailed analysis in its periodic filings of the Rights and Preferences of its Preferred classes of stock. That description should be accurate as of the date of the filing of the Annual Report. The company has provided this information for years and in two documents it files, the Annual/Quarterly Report, and the Supplementary Information Report.
What do you say we read that around the end of March.
