So sánh với tiếng Anh
So sánh với tiếng Anh
I have extensive experience with public company shareholder meetings. There has been a lot of discussion about the statement made that "There are present at this meeting in person or by proxy more than the majority of all shares that are entitled to cast votes". This statement was made by the secretary at the meeting.
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TL;DR: This was a standard statement made for the meeting to be valid.
So sánh với tiếng Anh
WHY DID THE SECRETARY SAY THAT?! It is part of his script for the meeting so that they have on record that quorum was met so the meeting could be validly held. What is quorum? A quorum is the answer to the question: "How many stockholders need to vote for the shareholder's meeting to be validly held". From the proxy statement, here are the quorum requirements (bolded by me): **6. What Constitutes a Quorum?**A quorum of common stockholders is required to hold a valid annual meeting of stockholders. Unless a quorum is present at the annual meeting, no action may be taken at the annual meeting except the adjournment thereof to a later time. The holders of a majority of the outstanding shares of our common stock entitled to vote at the meeting must be present or by proxy to constitute a quorum. All valid proxies returned will be included in the determination of whether a quorum is present at the annual meeting. The shares of a stockholder whose ballot on any or all proposals is marked as “abstain” will be treated as present for quorum purposes. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those uninstructed shares, constituting “broker non-votes,” will be considered as present for determining a quorum, but will not be voted with respect to that matter. https://news.gamestop.com/static-files/8f795a88-54a3-4320-b3e2-a2d5f28be6c4 page 10 Does that language look familiar? Yep. DOES THIS MEAN THERE WASN'T OVER VOTING?
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NO. This has nothing to do with over-voting. This is required for the secretary to say in order to properly conduct the meeting. BUT THEN WHAT DOES THIS MEAN?! It means that the shareholder meeting was validly constituted to conduct the business that it meant to conduct. It meant that the shareholder approvals made at the meeting are valid. That's it. Don't spread FUD or drama about this. It's nothing more than that. EDIT 1: I've seen a couple different questions or comments stating that over-voting would have made the meeting invalid. I'm not sure where the source of that came from, but too many votes would not make the process invalid. In fact, Delaware law (GME exists under Delaware law) even contemplates that there might be over voting for public companies that is corrected by the inspector of elections. (https://delcode.delaware.gov/title8/c001/sc07/index.html, section 231(d)). The quorum statement is purely procedural to ensure the meeting is valid. This has nothing to do with over-voting and this does not confirm that there was or was not over-voting.