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Technology Stocks : Disk Drive Sector Discussion Forum -- Ignore unavailable to you. Want to Upgrade?

To: Mark Madden who wrote (8588)	8/21/2000 11:38:44 PM
From: LK2	Respond to of 9256

Mark, the day of the shareholder meeting when they count the votes for/against the merger is the day of the shareholder vote. (I'm not being technical, just telling you how I understand the way it works.) (Both SEG and VRTS have to approve the merger, so two separate votes.) For the merger to go through (assuming they get all the regulatory approvals etc.), the shareholder vote is the last step. For the merger to go through, they need a certain percentage of the total votes (probably a simple majority, but you'd have to read the proxy to check that.) If you hold stock in street name (the stock is held by a broker), I believe the broker is normally authorized to vote the shares for you - if you don't vote the shares yourself. And normally the broker votes in favor of whatever the board of the company wants (a straight yes vote for all the board proposals.). A long time ago if your stock was held in street name, and you didn't vote the shares, it was counted as a non-vote. But they changed the rules (in favor of the boards, of course). If you hold shares in your name, and you don't vote the shares, that will be counted as a non-vote. Or you could vote your shares as a "no-vote." On a practical basis, it doesn't matter how you vote or whether you vote. The merger will almost certainly go through. That's just the way it works on Wall Street. Forget the lawsuits, angry shareholders, etc. That's just noise that won't stop a merger. Something really major would have to happen for the merger to be stopped. There will almost certainly be enough "for" votes at the shareholder meeting for approval. And that's all it takes. So the day of the shareholder meeting is probably the last day SEG will trade. Regards, Larry