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This excerpt taken from the AN DEF 14A filed Apr 5, 2007. (Proposal 5)
The proposal set forth below was submitted to the Company by a
stockholder for consideration at the Annual Meeting. We will
provide the name and address of the stockholder sponsoring the
proposal, as well the number of the Company’s shares of
common stock held by the stockholder promptly upon receipt of a
written or verbal request to provide such information. The
proponent’s proposal is printed below and we have not
endeavored to correct any erroneous statements or typographical
errors contained therein. The proponent has advised the Company
that he intends to present the following resolution at our
Annual Meeting. The Company is not responsible for the contents
of this proposal or the supporting statement. Our Board has
recommended a vote against the proposal for the reasons set
forth following the proposal.
“RESOLVED, shareholders ask our board of directors to amend
our bylaws to give holders of 10% (or the lowest possible
percentage above 10%) of our outstanding common stock the power
to call a special shareholder meeting.
Shareholders should have the ability to call a special meeting
when they think a matter is sufficiently important to merit
expeditious consideration. Shareholder control over timing is
especially important in the context of a major acquisition or
restructuring, when events unfold quickly and issues may become
moot by the next annual meeting.
Thus this proposal asks our board to amend our bylaws to
establish a process by which holders of 10% of our outstanding
common shares may demand that a special meeting be called. The
corporate laws of many states provide that holders of 10% of
shares may call a special meeting.
Prominent institutional investors and organizations support a
shareholder right to call a special meeting. Fidelity and
Vanguard are among the mutual funds supporting a shareholder
right to call a special meeting. The proxy voting guidelines of
many public employee pension funds, including the New York City
Employees Retirement System, also favor preserving this right.
Governance ratings services, such as The Corporate Library and
Governance Metrics International, take special meeting rights
into account when assigning company ratings. This topic also won
65% support of JPMorgan Chase & Co. (JPM) shareholders
at the 2006 JPM annual meeting.
It is important to take a step forward and support this one
proposal since our 2006 governance standards were not
impeccable. For instance in 2006 it was reported (and certain
concerns are noted):
Mr. Burdick
Mr. Lampert
Mr. Crowley
Table of Contents
The above status shows there is room for improvement and
reinforces the reason to take one step forward now and vote yes
to enable shareholders to call for:
Special Shareholder Meetings
Yes on 5” This excerpt taken from the AN DEF 14A filed Apr 28, 2006. (Proposal 3)
The stockholder proposal set forth below was submitted by John
Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach,
California
90278-2453,
owner of at least 200 shares of our common stock.
Mr. Chevedden’s proposal is printed below verbatim and
we have not endeavored to correct any erroneous statements or
typographical errors contained therein. Mr. Chevedden has
advised the Company that he intends to present the following
resolution at our Annual Meeting. Our Board has recommended a
vote against the proposal for the reasons set forth following
the proposal, including the Company’s belief that certain
statements in the proposal are inaccurate.
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