I Find More Confusion On Tallying Votes

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I recently came across the following vote tally in Item 5.07 of Form 8-K:

  • 73,197,209 votes for (28.9% of the voted shares)
  • 177,776,280 votes against (70.2% of the voted shares)
  • 2,113,797 abstentions (0.8% of the voted shares)
  • 26,725,569 broker non-votes

Item 5.07(b) requires disclosure of “the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter . . .”.  This disclosure complies but I find it illogical.

As I’ve discussed many times (see, e.g., Jeremy Bentham – Present But Not Voting), abstentions are by definition shares that are not voted.  Therefore, in my view it makes no sense to express the number of abstentions as a percentage of the “voted shares”.   It’s a bit like saying “I have 3 cats and a dog and my one dog represents 25% of the cats.”

Pompeii & The Ampersand

Have you ever wondered about that strange word “ampersand”?  It’s actually a contraction of two English and two Latin words “and per se and”.  The symbol is the result of a ligature of the Latin word et, which means and.  A very early, if not the earliest, example of this logogram can be found scrawled on a wall in the ancient and doomed city of Pompeii.

IMG_4902

Pompeii with Mt. Vesuvius in the background

 

 

Topics:  Form 8-K, Shareholder Votes, Shareholders

Published In: General Business Updates, Securities Updates

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Allen Matkins Leck Gamble Mallory & Natsis LLP | Attorney Advertising

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