Once the FDIC and FRS exists, the only remaining question for the banking sector is whether the losses will be paid by the banking sector as a whole (for banks within industry standard) or
by the stockholders of banks (for banks outside of industry practice).
That country is controlled
by stockholders of the big corporations, namely the citizens.
Unless a matter to be considered
by the stockholder of the REALTORS ® Information Network will be voted upon prior to the next meeting of the Board of Directors of the National Association, all such matters shall be submitted to the Board of Directors of the National Association which shall determine how the President or President - Elect shall vote the shares owned or controlled by the National Association.
Not exact matches
Wealthy shareholder Gordon Gekko (played
by Michael Douglas) addresses other
stockholders at a shareholder meeting
of the fictional firm Teldar Paper:
By contrast, Delaware Chancery Court Judge Leo Strine, now chief justice
of the state Supreme Court, wrote in the Wake Forest Law Review: «Corporate law requires directors, as a matter
of their duty
of loyalty, to pursue a good faith strategy to maximize profits for the
stockholders.»
The two - decade time horizon was significant because it captured transactions that occurred after legislation designed to discourage inversions
by requiring
stockholders to pay capital gains taxes on their shares at the time
of the inversion.
The prospectus reveals the company's most recent valuation, as well as the number
of shares owned
by its executive officers, directors, and the likely number
of shares held
by stockholders with at least a 5 % stake.
Even at the Fed, where NIRP keeps popping up, the discussion is marked
by a definite lack
of enthusiasm for what might turn out to be one
of the most toxic policies ever - not just for savers, bondholders, and
stockholders, or the entire economy, but for banks!
Instead
of a public sale
of shares
by the company, insiders and early
stockholders will be able to directly sell their shares on an exchange.
This structural arrangement can thus produce tensions between
stockholder and the corporation —
stockholders either required to keep «investing» in a going concern indirectly
by paying its taxes or, conversely, pressuring the corporation to distribute more
of its profits and thus potentially slowing the company's growth.
The ruling gave some much needed clarity to
stockholders concerning the fate
of companies that benefit from the higher number
of insured brought about
by the Affordable Care Act.
While this edict
by the founders is important to Google
stockholders, users
of Google's products, and owners
of other stocks — outright or in mutual funds or retirements savings plans — should also beware.
The downsizing is largely due to a decrease in the number
of shares sold
by stockholders.
With total
stockholder returns up
by 51 % in 2014, solid net income growth, and return on capital employed
of 16.5 %, Dr. Pepper Snapple outperformed its two larger rivals Coke and Pepsi.
This figure represents the total amount invested
by the
stockholders plus the accumulated profit
of the business.
Kelly received a raise
of only 25 % in 2014, based on figures provided to Fortune
by Equilar, despite delivering a total
stockholder return
of more than 126 % to shareholders.
See «Principal and Selling
Stockholders» and «Description
of Capital Stock — Anti-Takeover Effects
of Provisions
of Our Certificate
of Incorporation, Our
By - Laws and Delaware Law.»
In addition to factors previously disclosed in Tesla's and SolarCity's reports filed with the U.S. Securities and Exchange Commission (the «SEC») and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward - looking statements and historical performance: the ability to obtain regulatory approvals and meet other closing conditions to the transaction, including requisite approval
by Tesla and SolarCity
stockholders, on a timely basis or at all; delay in closing the transaction; the ultimate outcome and results
of integrating the operations
of Tesla and SolarCity and the ultimate ability to realize synergies and other benefits; business disruption following the transaction; the availability and access, in general,
of funds to meet debt obligations and to fund ongoing operations and necessary capital expenditures; and the ability to comply with all covenants in the indentures and credit facilities
of Tesla and SolarCity, any violation
of which, if not cured in a timely manner, could trigger a default
of other obligations under cross-default provisions.
In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed
by the Principal
Stockholders, our management or our Board
of Directors.
For purposes
of the offering in Canada, if all
of the shares have not been sold, after the Canadian underwriters have made a reasonable effort to sell the shares at the public offer price, the Canadian underwriters may from time to time decrease or change the offering price and the other selling terms provided that the price for the shares shall not exceed the public offer price and further provided that the compensation that is realized
by the Canadian underwriters will be decreased
by the amount that the aggregate price paid
by the purchasers for the shares is less than the gross proceeds paid
by the Canadian underwriters to us or the selling
stockholders.
Debt obligations issued
by agencies
of the U.S. federal government or
by private agencies, called government - sponsored enterprises (GSEs), which are federally chartered, but publicly owned
by their
stockholders
As
of June 30, 2015, there were no shares
of our Class A common stock and 291,005,896 shares
of our Class B common stock outstanding, held
by 611
stockholders of record, and no shares
of our preferred stock outstanding, assuming the automatic conversion and reclassification
of all outstanding shares
of our convertible preferred stock into shares
of our Class B common stock effective immediately prior to the completion
of this offering.
Stockholders of record can vote their shares
by using the Internet or the telephone.
We manage our long - term
stockholder dilution
by limiting the number
of equity awards granted annually and limiting what we grant to what we believe is an appropriate amount
of equity necessary to attract, reward and retain employees.
Following the expiration
of the lock - up agreements referred to above,
stockholders owning an aggregate
of up to shares
of our Class B common stock can require us to register shares
of our capital stock owned
by them for public sale in the United States.
By mail — Stockholders of record may request a paper proxy card from Tesla by following the procedures in the Notice of Internet Availabilit
By mail —
Stockholders of record may request a paper proxy card from Tesla
by following the procedures in the Notice of Internet Availabilit
by following the procedures in the Notice
of Internet Availability.
By telephone — Stockholders of record who live in the United States or Canada may request a paper proxy card from Tesla by following the procedures in the Notice of Internet Availability, and submit proxies by telephone by following the «Vote by Telephone» instructions on the proxy card until 1:00 a.m., Central time on June 5, 201
By telephone —
Stockholders of record who live in the United States or Canada may request a paper proxy card from Tesla
by following the procedures in the Notice of Internet Availability, and submit proxies by telephone by following the «Vote by Telephone» instructions on the proxy card until 1:00 a.m., Central time on June 5, 201
by following the procedures in the Notice
of Internet Availability, and submit proxies
by telephone by following the «Vote by Telephone» instructions on the proxy card until 1:00 a.m., Central time on June 5, 201
by telephone
by following the «Vote by Telephone» instructions on the proxy card until 1:00 a.m., Central time on June 5, 201
by following the «Vote
by Telephone» instructions on the proxy card until 1:00 a.m., Central time on June 5, 201
by Telephone» instructions on the proxy card until 1:00 a.m., Central time on June 5, 2018.
Our outstanding capital stock was held
by 443
stockholders of record as
of December 31, 2010.
This is the Adjusted Income Available to Common
Stockholders for the most recent fiscal year plus Discontinued Operations, Extraordinary Items, and Cumulative Effect
of Accounting Changes for the same period divided
by the most recent fiscal year's Diluted Weighted Average Shares Outstanding.
This is the Adjusted Income Available to Common
Stockholders for the most recent interim period plus Discontinued Operations, Extraordinary Items, and Cumulative Effect
of Accounting Changes for the same period divided
by the most recent interim period's Diluted Weighted Average Shares Outstanding.
q Proxy Solicited
by the Board
of Directors for the Annual Meeting
of Stockholders — April 26, 2016 Virginia M. Rometty, Martin J. Schroeter, Michelle M. Browdy and Christina M. Montgomery, or any
of them with the power
of substitution, are hereby appointed Proxies
of the undersigned to vote all common stock
of International Business Machines Corporation owned on the record date
by the + undersigned at the Annual Meeting
of Stockholders to be held in the Savannah International Trade & Convention Center, One International Drive, Hutchinson Island, Savannah, Georgia 31402, at 10 a.m. on Tuesday, April 26, 2016, or any adjournment or postponement thereof.
If you are a
stockholder of record and you sign your proxy card or vote
by telephone or over the Internet but do not give instructions with respect to the voting
of directors, your shares will be voted FOR the re-election
of Messrs. Gracias, Murdoch and Musk.
In addition, investors purchasing shares
of our Class A common stock from us in this offering will have contributed %
of the total consideration paid to us
by all
stockholders who purchased shares
of our Class A common stock, in exchange for acquiring approximately %
of the outstanding shares
of our Class A common stock as
of, 2015, after giving effect to this offering.
If you are the
stockholder of record and you do not vote
by proxy card,
by telephone, via the Internet or in person at the 2018 Annual Meeting, your shares will not be voted at the 2018 Annual Meeting.
Written communications submitted
by stockholders recommending the nomination
of a person to be a member
of TD Ameritrade's board
of directors will be forwarded to the chair
of the nominations committee.
Although Tesla does not have a formal policy regarding attendance
by members
of the Board at Tesla's annual meetings
of stockholders, Tesla encourages, but does not require, directors to attend.
Stockholders sharing an address whose shares
of common stock are held
by such entities, who now receive multiple copies
of our proxy materials and who wish to receive only one copy
of these materials per household, should contact their brokerage firm, bank, or other similar entity to request that only one set
of these materials be delivered in the future.
Furthermore, investors purchasing shares
of our Class A common stock in this offering will only own approximately %
of our outstanding shares
of Class A and Class B common stock (and have %
of the combined voting power
of the outstanding shares
of our Class A and Class B common stock), after the offering even though their aggregate investment will represent %
of the total consideration received
by us in connection with all initial sales
of shares
of our capital stock outstanding as
of September 30, 2010, after giving effect to the issuance
of shares
of our Class A common stock in this offering and shares
of our Class A common stock to be sold
by certain selling
stockholders.
In addition, investors purchasing shares
of our Class A common stock from us in this offering will have contributed 29.8 %
of the total consideration paid to us
by all
stockholders who purchased shares
of our common stock, in exchange for acquiring approximately 8.4 %
of the outstanding shares
of our Class A common stock as
of September 30, 2015, after giving effect to this offering.
As
of September 30, 2015, there were no shares
of our Class A common stock and 297,294,713 shares
of our Class B common stock outstanding, held
by 665
stockholders of record, and no shares
of our preferred stock outstanding, assuming the automatic conversion and reclassification
of all outstanding shares
of our convertible preferred stock into shares
of our Class B common stock effective immediately prior to the completion
of this offering.
While the Committee believes that financial performance should be the most significant driver
of compensation, other factors that drive long - term value for
stockholders are also taken into account
by the Committee, including improvements in market share, successful product launches, achievement
of strategic objectives and customer satisfaction.
Following the expiration
of the lock - up agreements referred to above,
stockholders owning an aggregate
of up to 248,396,604 shares
of our Class B common stock (including shares issuable pursuant to the exercise
of warrants to purchase shares
of our capital stock that were outstanding as
of September 30, 2015) can require us to register shares
of our capital stock owned
by them for public sale in the United States.
The Board or the HRC or the GNC may modify, suspend, or terminate the LTICP but may not, without the prior approval
of our
stockholders, make any change to the LTICP that increases the total amount
of common stock which may be awarded (except to reflect changes in capitalization), increases the individual maximum award limits (except to reflect changes in capitalization), changes the class
of team members or directors eligible to participate, extends the duration
of the LTICP, reduces the exercise price
of or reprices outstanding stock options or stock appreciation rights, waives the LTICP's minimum time period requirements for vesting and lapse
of restrictions for restricted stock or RSRs, or otherwise amends the LTICP in any manner requiring
stockholder approval
by law or under the NYSE listing requirements.
Two
of the seven directors who joined the Board since the last annual meeting
of stockholders, Mr. Apotheker and Mr. Lane, were identified
by the professional search firm.
Certain provisions
of Delaware law and certain provisions that will be included in our amended and restated certificate
of incorporation and amended and restated bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter, or prevent a tender offer or takeover attempt that a
stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held
by stockholders.
The Company's issuance
of shares
of common stock, including the additional shares that will be authorized if the proposal is adopted, may dilute the equity ownership position
of current holders
of common stock and may be made without
stockholder approval, unless otherwise required
by applicable laws or NYSE regulations.
The Hewlett - Packard Company Board
of Directors (the «Board») has made these materials available to you over the Internet or delivered paper copies
of these materials to you
by mail in connection with HP's annual meeting
of stockholders, which will take place on Wednesday, March 23, 2011.
If you are the
stockholder of record, you may change your vote
by granting a new proxy bearing a later date (which automatically revokes the earlier proxy),
by providing a written notice
of revocation to the Corporate Secretary at the address below in Question 30 prior to your shares being voted, or
by attending the annual meeting and voting in person.
Stockholders or others may contact the Board
of Directors
of Franklin Resources, Inc. (the «Company»), the independent directors or any individual directors
by sending a written communication appropriately addressed to:
The Plan was adopted
by the Board
of Directors
of the Company on, and effective as
of, March 18, 2010, subject to approval
by the Company's
stockholders at the Company's 2010 annual meeting
of stockholders.