The long-delayed 2023 Annual Meeting of Shareholders was successfully held August 16. The independent Inspector of Elections determined that about 55% of outstanding shares were present in person and by proxy. Ballots were handed out, marked, and handed to the Inspector as Shareholders departed. No results are expected before next week.
The Inspector must determine which proxies were superseded by later proxies or by the proxy signer attending the meeting in person and voting a ballot. She will examine each proxy and each ballot for disqualifying errors such as lack of date or signature or overvotes. She may email or telephone signers of proxies to validate proxies that did not come directly to her but were handled by a friend or other intermediary. This may take several days, especially if proxy givers do not respond promptly. This will totally eliminate any double counting and may reduce the size of the quorum but could not plausibly eliminate it.
Following all that, she will make the proxies (or the information on the proxies) available to the proxy holders so they can mark ballots voting the shares they control. The Inspector will check those ballots for defects and then certify and report the number of cumulative votes officially received by each candidate.
The following procedural questions from Shareholders were asked and answered:
- Will any Director or Staff person know how I voted? No. Although Staff verified that everybody admitted to the room was a Shareholder and handed out ballots, Staff will not know who actually cast a ballot.
- Proxy holders will have to know the proxy givers’ instructions, including WITHHOLDs, but will they know the identities of the persons giving the proxies? No.
- Will proxy holders know the counts of cumulative votes for each candidate on the ballots that were cast in person? No. Proxy holders will have to allocate the cumulative votes they control without knowing who is “in the lead” in the count of ballots cast by individuals at the meeting.
- Can a proxy holder allocate any cumulative votes to a candidate that the proxy giver has marked WITHHOLD? No.
- Are the holders of the white proxies “obligated” to allocate all cumulative votes to incumbents? No. They may allocate cumulative votes to any candidate whom the proxy giver has not marked WITHHOLD.
We will post on reports and discussions at the Meeting early next week and, of course, we will publish election results as soon as we get them.
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