Wednesday, September 10, 2008 1:57:50 PM
Here are the amendments that I found, looks pretty standard to me anyone care to comment? -
Summary of the Amendments
Stockholder Nominations and Proposals. The Amendments provide that notice of any nomination by stockholders of a person for election to the board of directors or proposal by a stockholder of business to be conducted by the corporation at a meeting of the stockholders must be delivered in writing to the Company not less than 30 days nor more than 60 days prior to the meeting (or if we give less than 40 days notice of such meeting, within 10 days following the date we provide notice of such meeting). A nomination by a stockholder of a person to be elected to the board of directors must contain (i) the name, age, business address, and residence addresses of the nominee; (ii) the principal occupation of such nominee; and (iii) the number of shares of stock beneficially owned by such nominee. A proposal for new business must contain (i) a brief description and the reason for conducting such business at the meeting; (ii) the name and address of the stockholder making the proposal; (iii) the class and number of shares beneficially owned by the stockholder; and (iv) any material interest of the stockholder in such matter. There is no similar limitation in the Articles.
Board of Directors. Our Articles provide only that the business of the Company is under the management and control of the board of directors. Our board of directors presently consists of four persons. The Amendments provide that the board of directors will consist of not less than one person or more than 15 persons, as shall be provided from time to time by resolution adopted by the board of directors. Vacancies on the board of directors, however created, may be filled by a two-thirds of the remaining directors, though less than a quorum. The Amendments also provide for a classified board of directors, consisting of three classes, as nearly equal in size as possible. At the first meeting of stockholders following the adoption of the Amendments, directors in Class I will be elected to a term of one year, directors in Class II will be elected to a term of two years, and directors of Class III will be elected to a term of three years. Thereafter, one class of directors will be elected at each annual meeting of stockholders to serve a term of three years. The Amendments, also provide that the directors may (i) designate one or more committees with powers as the board of directors shall delegate to it; (ii) approve contracts between the Company and affiliated persons; (iii) increase or decrease the number of issued and outstanding shares of Common Stock or preferred stock without increasing or decreasing the authorized and unissued shares of Common Stock or preferred stock; and (iv) change the name of the Company without approval by the stockholders of the Company.
Stockholder Voting. Stockholders are not permitted to cumulate votes for directors under either the Articles. The Amendments contain a provision that would restrict the ability of the stockholders from acting by written consent without the prior approval of the board of directors. In addition, the Amendments provide that a special meeting of the stockholders may be called only by the board of directors or a committee specifically authorized by the board of directors to call a special meeting and by no other person or persons.
Stockholder Nominations and Proposals. The Amendments provide that notice of any nomination by stockholders of a person for election to the board of directors or proposal by a stockholder of business to be conducted by the corporation at a meeting of the stockholders must be delivered in writing to the Company not less than 30 days nor more than 60 days prior to the meeting (or if we give less than 40 days notice of such meeting, within 10 days following the date we provide notice of such meeting). A nomination by a stockholder of a person to be elected to the board of directors must contain (i) the name, age, business address, and residence addresses of the nominee; (ii) the principal occupation of such nominee; and (iii) the number of shares of stock beneficially owned by such nominee. A proposal for new business must contain (i) a brief description and the reason for conducting such business at the meeting; (ii) the name and address of the stockholder making the proposal; (iii) the class and number of shares beneficially owned by the stockholder; and (iv) any material interest of the stockholder in such matter. There is no similar limitation in the Articles.
Summary of the Amendments
Stockholder Nominations and Proposals. The Amendments provide that notice of any nomination by stockholders of a person for election to the board of directors or proposal by a stockholder of business to be conducted by the corporation at a meeting of the stockholders must be delivered in writing to the Company not less than 30 days nor more than 60 days prior to the meeting (or if we give less than 40 days notice of such meeting, within 10 days following the date we provide notice of such meeting). A nomination by a stockholder of a person to be elected to the board of directors must contain (i) the name, age, business address, and residence addresses of the nominee; (ii) the principal occupation of such nominee; and (iii) the number of shares of stock beneficially owned by such nominee. A proposal for new business must contain (i) a brief description and the reason for conducting such business at the meeting; (ii) the name and address of the stockholder making the proposal; (iii) the class and number of shares beneficially owned by the stockholder; and (iv) any material interest of the stockholder in such matter. There is no similar limitation in the Articles.
Board of Directors. Our Articles provide only that the business of the Company is under the management and control of the board of directors. Our board of directors presently consists of four persons. The Amendments provide that the board of directors will consist of not less than one person or more than 15 persons, as shall be provided from time to time by resolution adopted by the board of directors. Vacancies on the board of directors, however created, may be filled by a two-thirds of the remaining directors, though less than a quorum. The Amendments also provide for a classified board of directors, consisting of three classes, as nearly equal in size as possible. At the first meeting of stockholders following the adoption of the Amendments, directors in Class I will be elected to a term of one year, directors in Class II will be elected to a term of two years, and directors of Class III will be elected to a term of three years. Thereafter, one class of directors will be elected at each annual meeting of stockholders to serve a term of three years. The Amendments, also provide that the directors may (i) designate one or more committees with powers as the board of directors shall delegate to it; (ii) approve contracts between the Company and affiliated persons; (iii) increase or decrease the number of issued and outstanding shares of Common Stock or preferred stock without increasing or decreasing the authorized and unissued shares of Common Stock or preferred stock; and (iv) change the name of the Company without approval by the stockholders of the Company.
Stockholder Voting. Stockholders are not permitted to cumulate votes for directors under either the Articles. The Amendments contain a provision that would restrict the ability of the stockholders from acting by written consent without the prior approval of the board of directors. In addition, the Amendments provide that a special meeting of the stockholders may be called only by the board of directors or a committee specifically authorized by the board of directors to call a special meeting and by no other person or persons.
Stockholder Nominations and Proposals. The Amendments provide that notice of any nomination by stockholders of a person for election to the board of directors or proposal by a stockholder of business to be conducted by the corporation at a meeting of the stockholders must be delivered in writing to the Company not less than 30 days nor more than 60 days prior to the meeting (or if we give less than 40 days notice of such meeting, within 10 days following the date we provide notice of such meeting). A nomination by a stockholder of a person to be elected to the board of directors must contain (i) the name, age, business address, and residence addresses of the nominee; (ii) the principal occupation of such nominee; and (iii) the number of shares of stock beneficially owned by such nominee. A proposal for new business must contain (i) a brief description and the reason for conducting such business at the meeting; (ii) the name and address of the stockholder making the proposal; (iii) the class and number of shares beneficially owned by the stockholder; and (iv) any material interest of the stockholder in such matter. There is no similar limitation in the Articles.
Recent KLNG News
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 04/14/2026 08:07:17 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 04/01/2026 06:27:31 PM
- Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405] • Edgar (US Regulatory) • 03/31/2026 01:37:45 PM
- KOIL Energy Reports Fourth Quarter and Full Year 2025 Results • GlobeNewswire Inc. • 03/31/2026 12:30:00 PM
- KOIL Energy Solutions Announces Dates for Fourth Quarter and Full Year 2025 Earnings Release and Conference Call • GlobeNewswire Inc. • 03/26/2026 07:24:02 PM
- KOIL Energy Wins Significant Contract Offshore West Africa • GlobeNewswire Inc. • 03/11/2026 06:30:52 PM
- KOIL Energy Secures Significant Contract with U.S. Oil Company to Deliver an Integrated Subsea Distribution System • GlobeNewswire Inc. • 01/12/2026 03:50:00 PM
- Form SCHEDULE 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend] • Edgar (US Regulatory) • 01/09/2026 07:31:57 PM
- KOIL Energy Awarded Significant Fabrication Contract • GlobeNewswire Inc. • 01/06/2026 01:50:00 PM
- KOIL Energy to Present at Sidoti’s Year-End Virtual Investor Conference December 10-11 • GlobeNewswire Inc. • 12/09/2025 10:22:27 PM
- Sidoti Events, LLC's Year-End Virtual Investor Conference • ACCESS Newswire • 12/09/2025 05:48:00 PM
- KOIL Energy Reports Third Quarter 2025 Results • GlobeNewswire Inc. • 11/14/2025 01:30:00 PM
- UPDATE – KOIL Energy Solutions Schedules Q3 2025 Earnings Release and Conference Call • GlobeNewswire Inc. • 11/11/2025 10:38:07 PM
- KOIL Energy Solutions Schedules Q3 2025 Earnings Release and Conference Call • GlobeNewswire Inc. • 11/11/2025 03:40:08 PM
- KOIL Energy Celebrates Beacon Offshore Energy’s First Oil in Shenandoah Field • GlobeNewswire Inc. • 10/09/2025 04:36:42 PM
- KOIL Energy Awarded Significant Contract to Deliver Subsea Distribution Equipment for US Project • GlobeNewswire Inc. • 10/08/2025 03:00:00 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 09/15/2025 09:13:07 PM
- Form 144 - Report of proposed sale of securities • Edgar (US Regulatory) • 09/12/2025 02:02:38 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 08/14/2025 12:30:44 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 08/04/2025 04:37:06 PM
