NorthWest Biotherapeutics Inc (NWBO)

[dennisdave]

I find this incredibly strange stupid and stubborn. If the first two times are being refused try it a thrid time?

3. To ratify the same option awards that were made in 2020 to the named executive officers and for which the stockholders already voted in favor in an advisory vote at the 2021 Annual Meeting and in a ratification vote at the 2022 Annual Meeting;
4.To ratify the same option awards that were made in 2020 to the non-executive Directors on the Board of Directors, and that were previously reported and previously approved by stockholders at the 2022 Annual Meeting;

"True-up awards aren't a thing. There's no suggestion that people who were insiders get to go around truing themselves up just so they get to keep the same ownership interest in the company. That just doesn't follow — it's straight-up self-dealing," Vice Chancellor Laster said.

Attorneys for the defendants argued stockholders overwhelmingly approved the options in 2022, affording the decision the ordinary deference given to the business judgment of Delaware corporate boards. Board members sought shareholder ratification only in 2022, after the first version of the suit was filed. Although the vote on the ratification secured a majority, stockholders challenged the ratification based on disclosure violations.
Stockholders, the vice chancellor said, would have wanted to know the real reason company officials were seeking a vote to ratify actions in 2020, with alleged disclosure failures making the approval vote ineffective.
"[The] defendants have relied on the fact that they publicized a copy of plaintiffs' lawsuit, which they say was sufficient to disclose fully and fairly [all the issues]," the vice chancellor said. "That doesn't do the trick. What the stockholders are entitled to is information from their fiduciaries that is true and correct and materially complete."