It appears that shareholders should have a bigger
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Posted On: 04/02/2020 9:52:52 AM
It appears that shareholders should have a bigger concern than simply the frustration caused by HDC's decision to delay the issuance of the 10-k. I believe the board did this not simply because of the inability to complete its reporting due to COVID-19, but because it wants to avoid the shareholder meeting altogether. Let's examine what has transpired.
On March 20th, HDC filed an 8-k stating that the date of the shareholder meeting would be May 27th, and that the record date for the meeting is March 27th. Then, on March 30th, it filed the 8-k signifying that it was taking advantage of the extension. It appears pretty obvious to me that the board knew on March 20th (and likely well before then) that it wasn't going to file the 10-k. The following is a ludicrous statement in its March 30th 8-k: In particular, COVID-19 has caused severe disruptions in transportation and limited access to the Company’s facilities, resulting in limited support from its staff and professional advisors. This has, in turn, delayed the Company’s ability to complete its audit and prepare the Report. The company's facilities (don't they have one employee in shared office space)? Disruptions in transportation (what about email)? This 10-k should have been filed well before the end of March, so the board is clearly being very deceptive and is shrewdly (disgustingly) taking advantage of the pandemic to make sure the meeting doesn't happen.
As the board fully knows, proxy rules require the company to provide certain disclosures in a proxy statement to its shareholders, together with a proxy card in a specified format, when soliciting authority to vote the shareholders’ shares. Proxy statements describe matters up for shareholder vote, and include management and executive compensation information if the shareholders are voting for the election of directors.
So as we piece this little strategy together, and realize that if the COVID-19 issue prevented them from pulling together their reporting, then COVID-19 is certainly going to prevent them from pulling together the required documents with enough advance notice to actually conduct that May 27th meeting.
I guess the big question now is: When does HDC come clean and inform shareholders that the meeting is not going to take place? Perhaps they will wait until May 26th to let us know the meeting is cancelled.
On March 20th, HDC filed an 8-k stating that the date of the shareholder meeting would be May 27th, and that the record date for the meeting is March 27th. Then, on March 30th, it filed the 8-k signifying that it was taking advantage of the extension. It appears pretty obvious to me that the board knew on March 20th (and likely well before then) that it wasn't going to file the 10-k. The following is a ludicrous statement in its March 30th 8-k: In particular, COVID-19 has caused severe disruptions in transportation and limited access to the Company’s facilities, resulting in limited support from its staff and professional advisors. This has, in turn, delayed the Company’s ability to complete its audit and prepare the Report. The company's facilities (don't they have one employee in shared office space)? Disruptions in transportation (what about email)? This 10-k should have been filed well before the end of March, so the board is clearly being very deceptive and is shrewdly (disgustingly) taking advantage of the pandemic to make sure the meeting doesn't happen.
As the board fully knows, proxy rules require the company to provide certain disclosures in a proxy statement to its shareholders, together with a proxy card in a specified format, when soliciting authority to vote the shareholders’ shares. Proxy statements describe matters up for shareholder vote, and include management and executive compensation information if the shareholders are voting for the election of directors.
So as we piece this little strategy together, and realize that if the COVID-19 issue prevented them from pulling together their reporting, then COVID-19 is certainly going to prevent them from pulling together the required documents with enough advance notice to actually conduct that May 27th meeting.
I guess the big question now is: When does HDC come clean and inform shareholders that the meeting is not going to take place? Perhaps they will wait until May 26th to let us know the meeting is cancelled.
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