The board considered and rejected two options for continuing the 2022 annual meeting so that a quorum could be obtained and more votes collected. Instead, it decided to declare it a failed meeting and do nothing until next year. Voting for this were Directors Whitlock, Quezada, and Bennett. Directors Chooljian and Off favored an option to reschedule the 2022 meeting and allow more proxies and votes to come in.
The June 30 meeting fell 102.24 shares (4.1%) short of achieving a quorum, making the actual casting of ballots legally ineffective. One of the non-incumbent candidates for a board seat asked if the company would release the results of votes that were cast, and president Chooljian said he would get them.
We reported here that president Chooljian’s ruling at the June 30 meeting meant it could never be reconvened because a new meeting date would have to set by the board and new notices and proxies mailed. At the August 11 board meeting, Chooljian argued for a procedure (Option 2) that would require all that but would label the new meeting a continuation of the June 30 meeting. If he and director Off had prevailed, we might be having an election for directors in September instead of six months later.
In response to a shareholder question, the general manager reported that 39.51 shares voted by proxy or ballot were found to be legally defective and were not counted toward quorum. There were four reasons for these rejections: Some were unsigned, some were mismarked (as by voting for more than the five candidates for which a shareholder is allowed to vote), some were undated, and some were postmarked after the mailing deadline. The GM noted that even if they had all been counted there would not have been a quorum and a valid election.
In response to another shareholder question, the GM advised that this year staff did not solicit any proxies because in past years shareholders claimed that staff soliciting proxies in a contested election was unfair.
We will report in future posts other actions at the August 11 board meeting.
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