(Total Views: 457)
Posted On: 10/19/2023 12:02:31 AM
Post# of 148892
Like most everyone else who has posted, I will reluctantly vote to approve the additional shares. Unless there is positive news before the stockholders meeting, however, I plan to vote against the current board and against the compensation (which is an advisory vote only). The five nominees with the highest number of votes will be elected and there are only five nominees, so votes against them will only be a low-level protest and will not impact actual selection of the directors.
Several have noted that they emailed Antonio (and some emailed Tanya), but no responses were received. I emailed Antonio about a subject that is critical: approval of the additional shares.
The Pre 14A was dated 9/15 and it stated:
This is an excerpt from the email I sent to Antonio on 9/18 (I did mention a couple of other things not pasted below):
I also included 2 links from attorney’s websites for reference because they discussed this issue in detail. Links are below in case some of you attorneys are interested:
https://www.dlapiper.com/en-be/insights/publi...nto-effect
https://www.bakerlaw.com/insights/delaware-im...ug-1-2023/
As you could probably guess, I did not hear anything. Furthermore, when the Def 14A came out on 9/25, there was no change in the statement about the required number of votes.
I am not an attorney and will again state that it is possible that Delaware’s amendment may not be applicable for some reason to CYDY’s proposal to increase the authorized shares.
I would like to think that it was researched and was not applicable. On the other hand, I wonder if they even read emails from stockholders.
Several have noted that they emailed Antonio (and some emailed Tanya), but no responses were received. I emailed Antonio about a subject that is critical: approval of the additional shares.
The Pre 14A was dated 9/15 and it stated:
Quote:
Pursuant to the General Corporation Law of the State of Delaware, this proposal must be approved by the affirmative vote of a majority of the outstanding shares of common stock of the Company entitled to vote on the proposal. (Note: emphasis mine)
This is an excerpt from the email I sent to Antonio on 9/18 (I did mention a couple of other things not pasted below):
Quote:
While doing some online research recently, I discovered that Delaware amended their corporate law effective 8/1/2023 to simplify certain corporate actions. The vote required to increase shares was changed so that it now only requires a majority of the votes cast, not outstanding. While it is possible that this does not apply to CYDY for some reason, I thought it would be worth looking into as this is such an important issue for the company.
I also included 2 links from attorney’s websites for reference because they discussed this issue in detail. Links are below in case some of you attorneys are interested:
https://www.dlapiper.com/en-be/insights/publi...nto-effect
https://www.bakerlaw.com/insights/delaware-im...ug-1-2023/
As you could probably guess, I did not hear anything. Furthermore, when the Def 14A came out on 9/25, there was no change in the statement about the required number of votes.
I am not an attorney and will again state that it is possible that Delaware’s amendment may not be applicable for some reason to CYDY’s proposal to increase the authorized shares.
I would like to think that it was researched and was not applicable. On the other hand, I wonder if they even read emails from stockholders.
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