TWX » Topics » PROPOSAL TWO: Proposal to Amend the Companys Restated Certificate of Incorporation to Eliminate the Remaining Super-Majority Vote Requirements

This excerpt taken from the TWX DEF 14A filed Mar 31, 2008.

PROPOSAL TWO: Proposal to Amend the Company’s Restated Certificate of Incorporation to Eliminate the Remaining Super-Majority Vote Requirements

 

At the 2007 Annual Meeting of Stockholders, the Board of Directors recommended, and the stockholders approved, an amendment to the Company’s Restated Certificate of Incorporation regarding the vote required for stockholders to amend the Company’s By-laws. That amendment eliminated the super-majority voting standard for stockholder-initiated amendments to the Company’s By-laws and replaced it with a majority vote standard under which a majority of the combined voting power of all classes and series of capital stock entitled generally to vote in the election of directors (“Voting Stock”), voting as a class, are able to amend certain provisions of the Company’s By-laws.

The Board of Directors has taken into consideration the stockholder votes in favor of both the Company’s proposal regarding the removal of certain super-majority vote requirements from the

 

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Company’s Restated Certificate of Incorporation and the stockholder proposal calling for a majority vote standard at the 2007 Annual Meeting of Stockholders as well as continued stockholder interest on the subject of eliminating super-majority voting requirements. As a result, after further consideration and discussions with a number of stockholders, the Board is recommending that stockholders approve an amendment to the Company’s Restated Certificate of Incorporation to eliminate the remaining super-majority vote standard in Article VIII of the Company’s Restated Certificate of Incorporation that requires the affirmative vote of 80% or more of the combined voting power of all Voting Stock, voting as a class, to amend, alter or repeal, or adopt any provision inconsistent with the provisions of Articles IX, IV and VIII, and to replace the super-majority vote standard with a majority vote standard.

The proposed amendment to the Company’s Restated Certificate of Incorporation will eliminate the super-majority vote requirement for the amendment of the provisions in the Company’s Restated Certificate of Incorporation that provide for (i) the limitation of directors’ liability and (ii) the Company’s ability to redeem shares when a redemption is necessary to prevent the loss or secure the reinstatement of any license or franchise of the Company or its subsidiaries from a government agency. The proposed amendment will also eliminate the super-majority vote requirement for stockholders to amend, alter or repeal, or adopt any provision inconsistent with the vote requirement.

To effect these proposed changes, the Board of Directors has approved, and is recommending approval by the stockholders of, an amendment to Article VIII of the Company’s Restated Certificate of Incorporation. Article VIII and the proposed amendment are described below.

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