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Saturday, 04/02/2011 2:47:57 PM

Saturday, April 02, 2011 2:47:57 PM

Post# of 54444
Just read through the proxy again and I have one bit to discuss. Some on here took exception to the amendments where a director needs a majority vote to get on the board, the reduction in vote needed from 2/3 to a simple majority, and reduction in votes for charter amendments from 75% to a majority of votes cast.

I can see how it could easily be perceived as a power grab by the company. However I don't believe so. The current wordage in the company's articles of incorporation state that a majority of the outstanding shares have to vote yes on an item to pass it. This means that if somebody doesn't vote, those are in effect "no" votes, because the total number of outstanding shares doesn't decrease. If 80 million shares simply don't vote, the proposed action by the company cannot pass. Even if the other 78 million shares, the ones held by people who care enough to vote, vote yes.

One thing that I think makes this less likely to be a power grab by the directors is exactly what some people on here think is bad- the directors don't own many shares. As it stands the directors only own 12 million shares, or 7.6% of the O/S. That means without another 42.4% of the O/S voting with them, a motion they propose can't pass. I think this would be a far worse thing if the directors already owned 40-50% of the company, because then they would need barely any voter support to get their way.

Maybe the company has had bad luck in the past getting action done on any proposals. Can anybody here that's been with the company longer than me and have actually voted on things pertaining to the company before comment on this? What votes have taken place in the past and what were the outcomes?
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