zacki,
6 items are on the voting agenda for shareholders.
1. To elect two directors to Class III of the Company’s Board of Directors for a term of three years and one director to Class I of the Company’s Board of Directors for a term of one year.
2. To approve an amendment and restatement of the Company’s 2008 Equity Compensation Plan to increase the maximum number of shares authorized for issuance under the plan from 13,500,000 to 15,000,000.
3. To approve and adopt an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.01 per share, of the Company from 150,000,000 shares to 200,000,000 shares.
4. To hold an advisory vote on our executive compensation programs as disclosed in this proxy statement.
5. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2013.
6. To transact other business that may properly come before the meeting.
Item 3 garners the most interest I believe.
My take on this proxy vote is on the big question of a POTENTIAL ability for Antares to bring to market additional shares (50M). A yes vote (majority yea's) will provide Antares with a green light to issue these additional shares at some point in the future. It does not mean they will, but it provides the capacity to have behind them the approval(s), should they determine that they have a need.
Now the big question is, what's behind this item being up for a vote?
Are they just being prudent given this is the time to try to get approval or do they have something specific in mind? My guess is they are trying to get an upfront ahead of time approval for issuing additional shares as a "just in case" deal. Just in case, they need to raise additional funds AND I suspect the just in case would be the ability to pull the trigger on this at some point after Otrexup approval and after they start marketing it and after early revenues start to come in. At that point (Jan, Feb or even March 2014) they feel the revenues aren't just quite where they want them to be AND because of the 'cost to market' for Otrexup, then clincial trial(s) cost for QS Testosterone AND QS M for a Neurological indication, they may need to pull the trigger. But if what I just mentioned shapes up well with respect to their current war chest of funds AND with potential and anticipated milestone payments (from TEVA, Pfizer, Watson, etc) and all components in their strategic plan are getting executed (appropriately funded), then sans the need for the additional 50M shares.
That's one veiw anyway. And I'm sure others could come up with some others (acquisition(s), etc).
The other thing I'll mention is that as an investor, its our job, right and duty, to vote in a manner that you believe lies in the best interest of the company and its future. Some will argue to vote out of trust and to trust they have our best interest at heart. So, bottom line and it goes without saying, if you read the 6 items and don't agree with what they are asking, vote no. If you agree, then vote yes.
