I'm still totally confused by the election results at the shareholder meeting.
The reported results can be seen at:
sec.gov
There were 5 proposals, one of which (Proposal 1) involved the election of 3 different directors, so a total of 7 different votes that could have been cast.
(The analysis involves a bit of rounding.)
Total votes cast and FOR/AGAINST:
1A. Glick 71M 51F/20A
1B. Sapirstein 71M 70M/1A
1C. Taraporewala 77M 32F/45A
2. Incentive Plan 77M 57F/20A
3. Diwan warrants 69M 47F/22A
4. Seymour Preferred 70M 49F/21A
5. Auditor 77M 61F/16A
(shown net of Broker Non-Votes...defined below... which are automatically voted For)
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As a footnote, this was my recap in the prior post of what I thought were the votes available to certain parties:
Diwan family: 33M
Seymour: 6.4M
MB & co.: 13.6M
Also, Seymour provided his own scorecard and comments prior to the election. I used it (esp for the Glick vote) but didn't RELY on it:
Message 31864000
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The first thing that pops out to me is that it appears that there were ~6M more votes voted in the elections involving Taraporewala, the Incentive plan and the Auditor than there were in the other four elections. I found that unusual. Some folks may not care about certain issues, but there seemed to me to be little logic for a voter or voters to skip voting in the 2 director and 2 compensation elections that drew 6M less votes. (Of course a different mix of people could have decided which issues to vote and which issues to skip, but I think that the numbers suggest that the same person(s) accounted for the skipped votes in all 4 elections.)
The individual votes were even more perplexing.
Seymour expressed this sentiment in his note (I frankly don't know how he distributed the thing):
"OK for the two new directors but NO to the re-election of Stanley Glick".
We know that Boniuk had no success in getting the cooperation of the other two independent Directors in securing the audit of the TheraCour transactions so I strongly suspect that he also voted NO on Glick.
That COULD account for the 20M NO votes against Glick.
But the election that should be the focus of this analysis is that which involved Taraporewala and I found those numbers far more confusing.
(Note, per Seymour's comments: "OK for the two new directors")
6M more total votes were cast in the IT election than were cast in the Sapirstein election.
There were 45M votes cast AGAINST IT, which virtually had to include Boniuk's votes based on the numbers.
Nothing's obvious about this, but it appears to me that both Diwan and Boniuk voted AGAINST IT and SEYMOUR voted FOR him. (I know that the numbers aren't a perfect fit, but they're close.)
The explanation offered for Boniuk's AGAINST vote is that he EXPECTED DIWAN to vote FOR Taraporewala and Boniuk's vote was actually against Diwan, not IT. I'm not ready to share in that logic, but the likelihood that Boniuk will ever be heard from on the issue seems poor. I would have thought that Boniuk was too smart to vote against a new director based on a knee-jerk reaction borne out of spite when the possible result was to cut off his nose to spite his face. He still has a VERY large NNVC investment.
In the interest of full disclosure (well, ALMOST full) I have been provided with a copy and paste of an email that was purportedly sent Sunday, December 2nd (two days after the meeting), by....
"Gene
Eugene Seymour MD MPH
310-486-5677"
Among other things it said:
"I just found out that Irach wasn’t elected to the BOD in spite of the fact that Milton, Vivien and I, controlling a total of 25M shares including common and Series A along with all of the large shareholders voted to place him on the BOD"
Obviously that seems to be at odds with the reported results. Incredibly, when asked just last week whether the recipient had followed up on that note the response came back "have not heard anymore from Gene on the matter of votes against Irach."
That's all I've got. The truth has proven hard to come by.
Anybody care to try to explain the "extra" 6M votes in the 3 elections in which they occurred?
def of broker non-vote
"A “broker non-vote” occurs when a nominee such as a bank, broker or other agent holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner."
(per the Proxy Statement) |
