CytoDyn Announces Delaware Court Has Denied Activi
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Posted On: 10/20/2021 4:27:58 PM
CytoDyn Announces Delaware Court Has Denied Activist Group’s Motion to Prevent Annual Meeting from Taking Place
2021 Annual Meeting Will be Held as Scheduled on October 28, 2021
CytoDyn Urges Shareholders to Vote on Company’s BLUE Proxy Card to Ensure their Vote Counts
All Proxies and Votes in Favor of the Activist Group’s Nominees Will be Disregarded
CytoDyn Inc. (OTCQB: CYDY) (“CytoDyn” or the “Company”), a late-stage biotechnology company developing leronlimab, a CCR5 antagonist with the potential for multiple therapeutic indications, today announced the Delaware Court of Chancery has denied a motion by the activist group led by Paul Rosenbaum and Bruce Patterson (the “Activist Group”) to prevent the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”) from taking place as scheduled on October 28, 2021.
In its order, the Court wrote:
“… o deny CytoDyn the benefit of its advance notice bylaw by forcing a delay of its annual meeting, particularly after it prevailed at trial, would cause harm to the Company.”
“Inexplicably, no appeal has been filed, and no expedited treatment has been sought… While I recognize that prohibiting a stockholder from exercising her franchise rights can amount to irreparable harm, in this case, any such harm is, in large measure, self-inflicted.”
“All steps necessary to conduct that meeting have been taken. Cancelling it a week before it is to go forward would result in substantial costs and serious confusion.”
“…Plaintiffs failed to prove any basis to invoke equity to force CytoDyn’s board of directors to accept a facially deficient nomination notice..”
“This case was decided on the facts…”
The Annual Meeting will take place as scheduled on October 28, 2021. Shareholders of record, as of September 1, 2021, are entitled to vote at the Annual Meeting. The Company urges all shareholders to vote their shares immediately on the Company’s BLUE proxy card upon receipt of proxy material to ensure their votes count in time for the Annual Meeting. Shareholders should expect to be contacted by the Company’s proxy solicitor, Morrow Sodali, to provide personalized assistance for voting.
In light of the Court’s two recent rulings, the Company will disregard the Activist Group’s director nominations, and no proxies or votes in favor of the activists’ nominees will be recognized or tabulated at the Annual Meeting, absent judicial intervention requiring otherwise.
If you have any questions or require any assistance in voting your shares, please contact our proxy solicitor:
Morrow Sodali LLC
Stockholders Call Toll Free: (800) 662-5200
Banks, Brokers, Trustees and Other Nominees Call Collect: (203) 658-9400
Email: cydy@info.morrowsodali.com
2021 Annual Meeting Will be Held as Scheduled on October 28, 2021
CytoDyn Urges Shareholders to Vote on Company’s BLUE Proxy Card to Ensure their Vote Counts
All Proxies and Votes in Favor of the Activist Group’s Nominees Will be Disregarded
CytoDyn Inc. (OTCQB: CYDY) (“CytoDyn” or the “Company”), a late-stage biotechnology company developing leronlimab, a CCR5 antagonist with the potential for multiple therapeutic indications, today announced the Delaware Court of Chancery has denied a motion by the activist group led by Paul Rosenbaum and Bruce Patterson (the “Activist Group”) to prevent the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”) from taking place as scheduled on October 28, 2021.
In its order, the Court wrote:
“… o deny CytoDyn the benefit of its advance notice bylaw by forcing a delay of its annual meeting, particularly after it prevailed at trial, would cause harm to the Company.”
“Inexplicably, no appeal has been filed, and no expedited treatment has been sought… While I recognize that prohibiting a stockholder from exercising her franchise rights can amount to irreparable harm, in this case, any such harm is, in large measure, self-inflicted.”
“All steps necessary to conduct that meeting have been taken. Cancelling it a week before it is to go forward would result in substantial costs and serious confusion.”
“…Plaintiffs failed to prove any basis to invoke equity to force CytoDyn’s board of directors to accept a facially deficient nomination notice..”
“This case was decided on the facts…”
The Annual Meeting will take place as scheduled on October 28, 2021. Shareholders of record, as of September 1, 2021, are entitled to vote at the Annual Meeting. The Company urges all shareholders to vote their shares immediately on the Company’s BLUE proxy card upon receipt of proxy material to ensure their votes count in time for the Annual Meeting. Shareholders should expect to be contacted by the Company’s proxy solicitor, Morrow Sodali, to provide personalized assistance for voting.
In light of the Court’s two recent rulings, the Company will disregard the Activist Group’s director nominations, and no proxies or votes in favor of the activists’ nominees will be recognized or tabulated at the Annual Meeting, absent judicial intervention requiring otherwise.
If you have any questions or require any assistance in voting your shares, please contact our proxy solicitor:
Morrow Sodali LLC
Stockholders Call Toll Free: (800) 662-5200
Banks, Brokers, Trustees and Other Nominees Call Collect: (203) 658-9400
Email: cydy@info.morrowsodali.com
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