This excerpt taken from the AN DEF 14A filed Apr 5, 2007.
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 Companys shares of common stock held by the stockholder promptly upon receipt of a written or verbal request to provide such information. The proponents 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):
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.
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. Cheveddens 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 Companys belief that certain statements in the proposal are inaccurate.