Sentences with phrase «shareholders by the directors»

A document that must be sent to all shareholders by the directors of a company that is the target of a takeover bid.

Not exact matches

In a statement, Viacom lead director Salerno, among the directors targeted for removal, called Thursday's action a «brazen and demonstrably invalid attempt» by Shari Redstone «to gain control of Viacom and its management in disregard of Sumner Redstone's wishes,» at odds with the board's efforts «to represent the best interests of all of the shareholders of Viacom.»

Balance sheet, income statement, cash flow statement, statement of changes in shareholders» equity and information by business division included in this press release are extracted from the condensed consolidated financial statements at 31 March 2018 reviewed by the Board of Directors of Arkema SA on 2 May 2018.

MILAN, April 23 - A judge ruled in favor of an appeal by Telecom Italia and its leading investor Vivendi to block a vote on some board director replacements proposed by activist fund Elliott at an April 24 shareholders meeting, a court document showed.

The transaction was unanimously approved by the board of directors of both companies and is expected to close in the second half of 2018, if it's approved by regulators and shareholders.

United has tried to placate shareholders, recently doubling its forecast for stock buybacks in the first quarter to $ 1.5 billion, and expanding its board by three new directors last Monday.

Perth oil and gas explorer Antares Energy has responded vigorously to claims by one of its major shareholders that it lacked transparency around a major deal and the disclosure of directors» interests.

Phoenix Gold shareholders will be hoping for an improved takeover offer from Evolution Mining, after a proposal to acquire the business was knocked back by Phoenix directors today.

In his 2005 decision in the Disney shareholder case, Chancellor Chandler served up a stern warning to boards of directors according to a report by Reuters: «If neither the courts nor the markets are able to restrain executive compensation... the result will be imposition of regulatory controls.

Employee stock - option programs are typically authorized by a company's board of directors (and have historically been approved by the shareholders) and give the company discretion to award options to employees equal to a certain percentage of the company's shares outstanding.

A recent proposal by a group of Canadian investors is recommending not only that shareholders select directors, but also that they — not management — compensate them.

In April, they voted in favor of a shareholder proposal requiring annual majority rule votes for all directors, which Nabors has said they will abide by.

Whole Foods hired the advisory firm Evercore Partners earlier this year to defend itself from pressure by activist shareholder Jana Partners, which announced in April it had amassed an 8.3 percent stake and pushed for changes to the Whole Foods board of directors.

A committee of the independent members of the board of directors has been established to review the offer, which would require approval by a majority of the minority shareholders of Sun - Rype.

OSTK SHAREHOLDER ALERT: The Law Offices of Vincent Wong Notifies Investors of an Investigation Involving Possible Securities Fraud Violations by the Board of Directors of Overstock.com, Inc..

Analysts, however, said the nominations to the board — to be cut to 12 directors from a previous 18 and voted on by shareholders in April — would do little to distract from the problems accumulating for GE.

Undisclosed number of «putative class action lawsuits» by shareholders against Equifx and «certain» of its current and former officers and directors.

«By moving ahead with the tax - free spin - off of the midstream business and merging EQM and RMP — following the previously announced addition of two new directors with midstream experience — we believe the Company has put itself on the best path forward for itself and all shareholders,» Quentin Koffey, portfolio manager at D. E. Shaw, said in a statement.

By the end of the day, Perrigo had basically reached the same conclusion: Just after U.S. markets closed at 4 p.m. on Tuesday, Perrigo announced that its board of directors unanimously rejected Mylan's bid, saying it «substantially undervalues» the company and is not in its shareholders» best interests.

The directors of Home Building Society Ltd have moved to reassure shareholders that its proposed merger with Bank of Queensland would not be affected by BOQ's failure to complete a separate merger with Mackay Permanent Building Society Ltd..

But Harris and the other directors involved didn't make a recommendation for or against the deal, which was supported by a majority of shareholders.

The company is headlined by Alan Stein and Jon Taylor, both of whom will join the Azonto board as Managing Director and Technical Director after Azonto receives shareholder approval to change its name to Calima Energy.

While a board of directors has a duty to maximize shareholder value by running a fair sales process, the Murdochs own about 17 percent of Fox and control the company through voting shares.

Shareholders also want the opportunity to nominate their own directors — known as proxy access — especially since they don't seem to like those put forward by the two members on Netflix's nomination committee.

Its board of directors is supporting the Loblaw takeover bid but the deal requires approval from at least two - thirds of the votes cast by QHR shareholders at a special meeting to be held in October.

To comply with Rule 506 (c) you will also need to get a representation from the crowdfunding portal that none of their executives, officers, directors, partners or shareholders are «bad actors» — essentially, that they have not been convicted of a felony or otherwise been sanctioned previously by the SEC.

MILAN, April 23 (Reuters)- A judge ruled in favor of an appeal by Telecom Italia (TIM) and its leading investor Vivendi to block a vote on some board director replacements proposed by activist fund Elliott at an April 24 shareholders meeting, a court document showed.

Expect continued resistance by incumbent directors and the big 4, but expect also shareholder pressure and regulation to overcome.

The statement of claim also alleges that Ferro massively diluted the existing shareholders by issuing Soon - Shiong shares worth about 13 % of the company (Tribune says «The stock sales to Merrick Media and Nant Capital were approved by the Board of Directors and will provide valuable growth capital to allow the company to execute on its new value - creating business plan).

Although the release doesn't mention it, while Tribune was becoming tronc, it was also taking a vote on a new slate of directors — a vote that Gannett attempted to influence by trying to convince shareholders to withhold their support, as a show of non-confidence.

The dissident shareholder has nominated four directors to be elected to Crescent Point's 10 - director board on Friday, a move opposed by the Calgary - based company.

Officers, directors and greater than ten percent shareholders also are required by SEC rules to furnish Apple with copies of all Section 16 (a) forms they file.

Shareholder proposals and director nominations must be delivered to Apple's Secretary by mail at 1 Infinite Loop, MS: 301 - 4GC, Cupertino, California 95014, or by email at [email protected] and received by Apple's Secretary by the dates set forth above.

Preferred shareholders are typically entitled to a dividend, if and when declared by the board of directors, before any dividends are paid to common shareholders.

TD Ameritrade shareholders may communicate with any member of the board of directors, including the chairperson of any committee, an entire committee or the independent directors or all directors as a group, by sending written communications to:

Mr. Gracias is a shareholder and director of Valor Management Corp., and may be deemed to have shared voting and investment power with respect to the shares held of record by VEM II.

In the letter, in addition to Mr. Kalanick's immediate resignation, the five shareholders asked for improved oversight of the company's board by filling two of three empty board seats with «truly independent directors.»

The Globe and Mail has published the note by CCGG's Executive Director on shareholders say in board elections.

«Today, after welcoming its new directors Ursula Burns and John Thain, the Board voted unanimously to move forward with the proposed investment by SoftBank and with governance changes that would strengthen its independence and ensure equality among all shareholders,» the board said in a statement to TechCrunch.

MAXIMIZING SHAREHOLDER VALUE Hosted by Royal Bank of Canada Adena Friedman, Adena Friedman, President and CEO, Nasdaq Cathy R. Smith, Executive Vice President and CFO, Target Moderator: Alexis Glick, Former Media Personality and Wall Street executive; CEO, GENYOUth Introduction: Patti Shugart, Managing Director and Global Head, Corporate Banking & Global Credit, RBC Capital Markets Closing: Michal Katz, Managing Director and Co-head, Technology Investment Banking, RBC Capital Markets

In it, he very matter - of - factly states exactly how the Yahoo shareholders, led by him, intend to take over the company by way of a proxy battle to replace Yahoo's board of directors.

The firm, created for the sole purpose of lobbying Taseko to replace two directors and give it a say in key company decisions, had no choice: by the meeting's cut - off date for advanced voting, with 50 % of the votes in, shareholders had voted a resounding 94 % against the dissident's proposals.

Because the CNGC already regularly analyzes whether our incentive compensation programs provide proper incentives to our NEOs to achieve our Company's strategic priorities (including ROI) and because our shareholders already receive annual reports on those matters in the CD&A s in our annual proxy statements, we believe the adoption of the policy requested by the proposal is unnecessary, duplicative of practices already followed by the CNGC and our Company, and would result in an expenditure of Walmart's resources and our management's and directors» time that ultimately would not be in our shareholders» best interests.

If a director's resignation offer is not accepted by the Board, that director will continue to serve until our company's next Annual Shareholders» Meeting and his or her successor is duly elected and qualified or until the director's earlier death, resignation, or removal.

Furthermore, under the law in Delaware — legal home to more than half the Fortune 500 and the benchmark for corporate law — the right to manage the business and affairs of the corporation is vested in a board of directors elected by the shareholders; the board delegates that authority to corporate managers.

We believe the corporate governance measures noted above demonstrate that our Board has embraced independence, and our shareholders have recognized the effectiveness of our current Board leadership structure by re-electing our Chairman, the Lead Independent Director, and other Board members each year.

Shareholders and other interested parties also may e-mail the entire Board at [e-mail]; the Independent Directors at [email protected]; the Non-Management Directors at [email protected]; and any individual director, at the full name of the director as listed in this proxy statement followed by «@wal-mart.com.»

L. (Sept. 1, 2014), http://us.practicallaw.com/4-578-4485 [http://perma.cc/8XRK-A4YL](«It appears that ISS negative vote recommendations based on the perceived lack of board responsiveness to shareholder concerns (as evidenced by the failure to implement a successful shareholder proposal) was the leading factor associated with directors who failed to receive a majority of votes cast in an uncontested election in 2014.»)

Paul Singer's hedge fund wants to oust Telecom Italia's chairman and other directors backed by top shareholder Vivendi.

Consequently, the SEC's claim that the shareholder power to nominate and elect directors is imposed by state law and «can not be bargained away» is likely erroneous.