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Re: wsidejack post# 69517

Thursday, 05/05/2005 5:05:59 PM

Thursday, May 05, 2005 5:05:59 PM

Post# of 93827
WSJ: Unfortnunately the vast majority of individual invetors do not vote their shares, so the board votes for them as proxies. When a company does not have large institutional investors, the proxies are almost always voted as the company proposes. Most EDIG shareholders probably don't even look at anything the get about the company.

What I find interesting is that the company didn't even consider "nominating" Renee Warden to the BOD subject to a vote of the shareholders (and proxies), but simply appointed her. She's not going to be on the BOD until after the 10-K is released, so the timing is certainly such that they could have waited for a vote. However, because of the proxy votes, she would win either. They just show how little the voting means by simply appointing.

The request for an increase in authorized shares would undoubtedly pass for the same reasons.

I think the most effective thing would be for as many shareholders as possible to attend the annual meeting and ask for a tally of the votes of those present. If it shows an overwhelming difference in direction than the proxy voting, then the BOD should see that they are out of touch with the majority of shareholders for whom they have a fiduciary duty to act,

Concerned shareholders who can not attend the ASM should send certified letters via US mail to each of the 4 BOD members stating how many shares they own and what they believe should happen with the upcoming proxy votes, including votes for each office and director and the issue of increasing the number of shares.

I sent some information to Hollywoodhills last month on some options for shareholder-nominated members of the BOD. I still have that information somewhere, but I don't think there was probably time to mount the effort this year.

The shareholders of e.Digital are almost all private individuals and none of the members of the BOD seems to care about what's in their best interest. They seem to think that whatever will push the stock price is what's best instead of being a transparent company with all the facts investors need to know to make informed investment decisions about what is really going on.

It's the old mushroom recipe.

~Cassandra



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