Wednesday, April 13, 2005 1:09:36 PM
Dave: To amplify on Corp-Buyers comments, I think you have to understand that when you receive your proxy you are asked to vote for the election of specific named individuals to the Board of Directors. You are not being asked to vote for an individual to be the Chairman of the Board. According to the company by- laws:
“The Board of Directors may elect a Chairman who shall, when present, preside at all meetings of the Board of Directors and at all meetings of shareholders."
As Corp's post states, if an existing Board member is not reelected to the Board by shareholder vote, and there were no independently nominated candidates, “any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the vote of a majority of the remaining members of the Board, even though less than a quorum.
Therefore, while a new, independent candidate, may be nominated and elected to the Board the person will not necessarily be appointed as Chairman.
In any event, I would not be likely to vote against HC unless I knew who the new COB would be.
“The Board of Directors may elect a Chairman who shall, when present, preside at all meetings of the Board of Directors and at all meetings of shareholders."
As Corp's post states, if an existing Board member is not reelected to the Board by shareholder vote, and there were no independently nominated candidates, “any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the vote of a majority of the remaining members of the Board, even though less than a quorum.
Therefore, while a new, independent candidate, may be nominated and elected to the Board the person will not necessarily be appointed as Chairman.
In any event, I would not be likely to vote against HC unless I knew who the new COB would be.
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