At the May 26 meeting Sol Chooljian challenged the board to remove him as president if they did not like the draft proxy form naming him and the secretary to exercise their discretion about how proxies are voted. Last year, the whole board had that power.
A shareholder pointed out that the draft 2022 proxy form empowers the president and the secretary to decide how to vote proxies for director candidates. That excludes from the decision the only two directors (Alma Quezada and Laurie Bennett) who are not expected to retire in the next few months. Since they will be the only ones working with the new directors, shouldn’t they decide how to vote the proxies? he asked.
Chooljian answered that the “board was going back to the old procedure.” The shareholder pointed out that last year the whole board decided how to vote proxies, and said there obviously had been no board decision to change that this year and that it should be a board decision. That is when Chooljian dared the board to “change officers” if they did not like having him and the secretary make the decision alone.
We have no information about how other directors reacted to Chooljian’s statements, but this issue will be up again at a special board meeting at 11:00 a.m. Thursday, June 2. At that time the board is expected to move beyond discussions and make decisions about the annual meeting. Among the unresolved issues are who will vote the proxies, whether self-nominated board candidates can get on the proxy form, and how much campaign time there will be between the self-nomination deadline and the annual meeting.
Shareholders are encouraged to Zoom into the June 2 board meeting and advocate for an open election of replacement directors and for no undue control exercised by lame ducks. Email your request for login credentials to email@example.com.
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