Elite is following NYSE rules!
The filing yesterday was "in an abundance of caution"!
In preparation for the Annual Meeting, we and our advisers assessed whether the Original Amendment Proposal was routine or non-routine under applicable New York Stock Exchange (“NYSE”) rules. That determination is based on the particular facts and circumstances associated with a proposal to increase the number of authorized shares; some share increase proposals are considered routine and others are considered non-routine. Based on our assessment, we indicated in the Annual Meeting Proxy Statement that the Original Amendment Proposal was a non-routine matter under NYSE rules and that, accordingly, brokers holding shares in “street name” on behalf of beneficial owners did not have discretionary authority to vote those shares on the Original Amendment Proposal without direction from the beneficial owners. However, Broadridge Financial Solutions (“Broadridge”) later determined that the Original Amendment Proposal was a routine matter under NYSE rules. As such, the proxy cards prepared by Broadridge and sent to its brokers (who, in turn, sent the ballots to their clients) clearly indicated that the Original Amendment Proposal was routine. The proxy cards specifically included the statement: “If you do not provide us with your voting instructions, we will vote your shares at our discretion on those proposals we are permitted to vote on by New York Stock Exchange rules.” As a result, the vote on the Original Amendment Proposal was conducted properly as a routine matter (with brokers using discretionary authority to vote in favor of the Original Amendment Proposal) and shareholder votes were tabulated correctly. The Share Increase Proposal was approved by the requisite vote under Chapter 78 of the Nevada Revised Statutes and our Articles of Incorporation and Bylaws.
We are confident that the vote on the Original Amendment Proposal was entirely proper and the Share Increase Amendment was therefore adopted by our Shareholders and is now effective. However, we recognize the inconsistent description of the nature of the proposal under NYSE rules in the Prior Proxy Statement and the proxy card. In an abundance of caution, we have determined to permit Shareholders to again approve the Share Increase Amendment, this time with a consistent classification of the proposal as routine in all solicitation materials and proxy cards. Upon Shareholder approval, we will file a new amendment to our Articles of Incorporation reflecting such approval (the “Amendment”). We have not issued any of the additional shares authorized by the Share Increase Amendment, and unless and until the Share Increase Amendment is again approved by our Shareholders, we do not intend to issue or reserve for issuance any such additional shares.
