Ayala Pharmaceuticals Inc (ADXS)

[gbrown6332]

Good clarification SD... If we’re intrepreting it correctly the plurality BOD proxy provision you’ve highlighted appears to render NO votes as purely symbolic.

Guess that’s why an alternate or competing director slate has to be offered up when there’s a total loss of confidence in a sitting BOD. The provision is probably not that uncommon as it helps shelter boards from angry or activist SH voting actions as they don’t have to receive a voting majority to be re-elected. Our most likely relief would be if one or more SH / Investor friendly alternatives were forced onto the slate. I’m sure there are provisions that make that unlikely too.

From the proxy:

"The affirmative vote of a plurality of the votes of the shares present, in person or by proxy, at the Annual Meeting is required for the election of each of the nominees for director. “Plurality” means that the nominees receiving the largest number of votes up to the number of directors to be elected at the Annual Meeting will be duly elected as directors. Votes withheld, and broker non-votes will not affect the outcome of director elections."

Someone jump in and clarify if we’re misreading the plurality provision.

G.B.