Replies to post #231502 on Avid Bioservices Inc (CDMO)

[CuresForHumanity]

The board did not unanimously recommend item three, was there possible disagreement on this item? Also for all other items the abstentions and broker non votes are not counted, but item three is counted against the proposal. Possibly some wanted this item and others didn't, so they handicapped this item to default to against?

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH DIRECTOR NOMINEE NAMED IN PROPOSAL NO. 1.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR PROPOSAL NO. 2 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL 30, 2016.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER FROM 325 MILLION TO 500 MILLION SHARES .

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE 2011 STOCK INCENTIVE PLAN.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

[exwannabe]

Why would any shareholder want to block #3? If, as it seems, there is already a deal behind it with another entity (otherwise please explain how #3 is going to pass)...

1) As is, the vote will pass for the simple reason that the vote would be routine. Thus, unless those 100M worth of retail voters that do not return proxy cards suddenly become active and vote no, the broker votes yes (the company supported position) for them.

2) There is no deal. First off, such a deal must be disclosed as the planned use of the shares. Failure to do such would be a very serious SEC violation. Second, if and when such a deal is ready to go, it must be voted on. And that vote can include the additional share authorization as needed. So there is no need at all to get authorization in advance.

The purpose of this vote now is simple. They want to get the issue past shareholders while they can. They only need a fraction of the increase to fund the next 2 years, but do not want to possibly needing another vote later.

[realist1]

RE "Why would any shareholder want to block #3? If, as it seems, there is already a deal behind it with another entity "

A deal behind it? How about they announce a deal then we vote?
There's no deal except for talk on a message board!