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Technology Stocks : JMAR Technologies(JMAR) -- Ignore unavailable to you. Want to Upgrade?

To: brent gephart who wrote (7603)	3/19/1999 12:39:00 AM
From: real_time99	Read Replies (1) \| Respond to of 9695

With regard to nominating and electing directors, I took a look at JMAR's last proxy (from the SEC's Edgar site): From page 3: "VOTING AND SOLICITATION. On all matters, each share has one vote." From page 8: "QUORUM REQUIREMENT AND VOTE REQUIRED FOR ELECTION. A majority of the outstanding shares will constitute a quorum at the meeting. Directors are elected by a plurality of the votes. If more than five persons are in nomination the five nominees receiving the most votes will be elected as directors. Once a quorum is established, abstentions or other non-votes will not have any legal effect on the election of directors." From page 18: "DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS. Proposals from shareholders which are intended to be presented by such shareholders at the Company's 1999 Annual Meeting of Shareholders must be received by the Company no later than January 31, 1999 and otherwise be in compliance with applicable laws and regulations in order that they may be included in the proxy statement and form of proxy relating to that meeting." Based on the above, it appears that JMAR, a Delaware corporation, does not have cumulative voting, so 50+% vote for each director always wins. With cumulative voting, you could vote your 5% for each of five directors or vote all five votes per share for just your nominee (i.e., equivalent to having 25% for to vote for one person). Without cumulative voting, however, you get one vote per nominee for each share no matter what and the most you can vote for your nominee is your 5% vote. Without cumulative voting, unless you have 50% of the shares voting at the meeting, you generally would not be able to elect a director. It is not clear to me whether the deadline referred to in second paragraph I quoted just applies to shareholder proposals or to election of directors also.