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exwannabe

01/25/18 2:53 PM

#155678 RE: TC_Trader #155676

The 8K settles one minor issue. It explains why they needed to call shareholders. It was to insure a quorum.

Normally, the quorum is insured because even if not enough proxies are returned, the brokers can vote uninstructed on the accountant question. When this happens, you see "Broker Non-Votes" for the other votes because brokers are not allowed to vote for the BOD and exec comp.

In this case, there were no broker Non-Votes. If a proxy was not returned, it was not "at the meeting". And thus, they needed a decent number of proxies to insure the quorum.

A more serious issue would have been if they voted on authorized shares. Assuming most all the A/B voted, only 50% of retail returned proxies. So if the A/B could not vote that question, it would have failed.

Note: Not certain if the A/B can vote with common on auth shares or not. The Cert says they can, but DGCL is not that clear and might well prevent it (as it should).