Replies to post #101757 on InterDigital Inc (IDCC)

[Corp_Buyer]

"not be likely to vote against HC unless I knew who the new COB would be" - Dave, a vacancy in the BoD is business as usual and there are MANY reasons for a vacancy to arise. According to the Bylaws, a vacancy can occur for many reasons and it is easily handled as follows:

"Section 3.4 VACANCIES IN BOARD OF DIRECTORS:
Except as otherwise provided for or fixed pursuant to the Articles of Incorporation of the Corporation, newly created directorships resulting from an increase in the number of Directors, and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the vote of a majority of the remaining members of the Board, even though less than a quorum. Any person so elected shall hold office for the remainder of the full term of the class of Directors in which the directorship was created or the vacancy occurred and until such Director's successor shall have been elected and qualified. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director."

Removing a negative when we have the rare opportunity to do so is a big positive.

MO,
Corp_Buyer

[olddog967]

Dave: To amplify on Corp-Buyers comments, I think you have to understand that when you receive your proxy you are asked to vote for the election of specific named individuals to the Board of Directors. You are not being asked to vote for an individual to be the Chairman of the Board. According to the company by- laws:

“The Board of Directors may elect a Chairman who shall, when present, preside at all meetings of the Board of Directors and at all meetings of shareholders."

As Corp's post states, if an existing Board member is not reelected to the Board by shareholder vote, and there were no independently nominated candidates, “any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the vote of a majority of the remaining members of the Board, even though less than a quorum.

Therefore, while a new, independent candidate, may be nominated and elected to the Board the person will not necessarily be appointed as Chairman.


In any event, I would not be likely to vote against HC unless I knew who the new COB would be.

[gio]

Dave, I agree. What happens when the CoB seat is empty? Does the CEO assume that role? I'd be comfortable with that.