A poster on another board had a question regarding the DEF section concerning the adjournment of a special meeting. That is a section I had not really paid any attention to or understood.
From the DEF: "If a quorum is not present at the Special Meeting or, although a quorum is present, an insufficient number of votes in favor of any of the proposals described in this proxy are received by the date of the Special Meeting, the persons named as proxies may vote for one or more adjournments of the Special Meeting. No notice, other than an announcement at the Special Meeting, is required for an adjournment. Further solicitations of proxies with respect to these proposals may be made. Broker non-votes and abstentions will not be voted for any adjournments."
It would seem to me that if there were not enough votes to pass the proposal, there would be enough "no", "abstain" or non-votes to defeat the proposal - a majority against. Why adjourn if there is a majority decision? The only thing that makes sense to me would be if there were problems (as there were with the BDC proxy) with shareholders receiving their proxies in time from the transfer agents or brokers. Maybe in that case those shareholders are considered unrepresented shares which would not be counted, rather than non-voting shares which would be counted as a "no". That could result in no majority being obtained. If that is the case, soliciting the vote of those unrepresented shares so they would be represented and counted would seem proper in order to achieve a final majority either for or against the proposal. Is that what the DEF is saying?
AI
