SJ, Great stuff here. Thanks for the efforts.
I think you're right in that the proxy language will be their justification. It is the most detailed and only language that addresses these issues.
From your links, it would appear that the Reverse Stock Split is not a routine matter, and therefore Brokers cannot vote on it without clear instructions from the stock owner. The Broker Non Votes could be used to establish a quorum, but could not be counted as votes "entitled" to be cast.
A review of the vote totals shows that 86,422,923 total votes were available for proposals 3 & 4. (BTW - if my math is correct - there were 86,422,925 total votes for every other item. Somehow proposals 3 & 4 lost 2 votes?!).
It is clear from proposals 1 and 2 that there were 50,828,832 Broker Non-Votes. If what I believe is true, these cannot be considered as eligible votes for proposal 3. That would leave 35,594,091 votes entitled to be cast for proposal 3.
In their proxy statement regarding proposal 3, they indicate that "an abstention will have the effect of a negative vote", i.e. they will count as eligible votes in the denominator of the calculation. If I understand correctly, the vote calculation for proposal 3 should be:
(Votes "For") / (Votes "For" + Votes "Against" + "Abstentions")
Subtracting the Broker non-votes from their "For" total gives a total of 12,034,890 actual votes cast "For". Votes "Against" were 22,661,563 and "Abstentions" 897,638.
Proposal 3 received 33.8% of the eligible votes by this method.
This is just my take on your links...I am not an attorney. Therefore...
Yes. We should contact Francis G.X. Pileggi this morning. If he's not available, we should try to find someone else in the firm who handles such matters. I'm happy to call and get this started. Or we can both make contact. As I stated in a previous post, I'm happy to share with you my contact info through their office to help us coordinate efforts if the attorney thinks this exercise has merit.
Let me know your thoughts.
