In order to comply with requirements under U.S. law governing the ownership and control of U.S. airlines, at least 75 % of
the voting stock of the Company must be held by U.S. citizens and at least two - thirds of the Board of Directors must be U.S. citizens.
U.S. citizen investors own over 75 % of
the voting stock of the Company, of which Cyrus Capital Partners L.P., the largest single U.S. investor owns approximately 40 % as of December 31, 2013 and March 31, 2014 (unaudited).
Not exact matches
What happens, according to a paper Martin Schmalz, assistant professor
of finance at University
of Michigan wrote with Jose Azar and Isabel Tecu
of Charles River Associates, is that
stock ownership becomes too concentrated when
companies like Blackrock or Vanguard, two large managers
of index funds,
vote the shares
of passive funds.
Redstone remains firmly in control
of Viacom and CBS because both
companies issue two classes
of stock,
voting and non-
voting.
That means that Zynga will no longer be a «controlled
company» with a dual class
stock structure in which Pincus wields 70 %
of the
voting power.
Gaining Shari's
voting stock — which amounts to close to 16 percent
of the
votes in both Viacom and CBS and is held by National Amusements — would simply add to Sumner's already ironclad control
of both
companies.
As the owner
of more than 90 %
of voting stock at the
company, Adderley has control over the election
of the
company's board directors, its advisory Say on Pay
vote, and, at the coming May annual meeting, to renew the Kelly's short and long - term compensation plans.
«10 - Percent Stockholder» means an individual who owns more than 10 %
of the total combined
voting power
of all classes
of outstanding
stock of the
Company or
of its parent corporation or subsidiary corporation (as defined in Code Sections 424 (e) and (f)-RRB-.
Franken also took on Representative Tom Price, Trump's nominee for the Department
of Health and Human Services, for owning shares in tobacco
companies while
voting to do their bidding in Congress and for getting a «sweetheart deal» on biotech
stock.
Following completion
of this offering, the Principal Stockholders will control more than 50 %
of the combined
voting power
of our common
stock, so under current listing standards, we would qualify as a «controlled
company» and accordingly, will be exempt from requirements to have a majority
of independent directors, a fully independent nominating and corporate governance committee and a fully independent compensation committee.
Two areas in particular might benefit from Kalanick's exit, keeping in mind he hasn't resigned from the Uber board nor given up his influential
voting shares
of the
company's
stock.
When Facebook staged its initial public offering six years ago, it implemented a dual - class share structure that means Zuckerberg personally controls a majority
of the
voting stock even though other investors own the majority
of the financial value
of the
company.
Depending on the type
of stock purchased, a shareholder is also entitled to one
vote per one
stock on
company management issues decided at the
company's annual shareholder meeting.
When an individual purchases a common
stock of a
company, he receives one
vote per
stock to elect board members or decide on major decisions for the
company.
One
of the measures would require a shareholder
vote before the
company could issue a special class
of stock.
The Board determined to adopt a «net long» definition
of ownership because it believes that only stockholders with full and continuing economic interest and
voting rights in our common
stock should be entitled to request that the
Company call a special meeting.
If you
vote by proxy card or
voting instruction card and sign the card without giving specific instructions, your shares will be
voted in accordance with the recommendations
of the Board (FOR all
of HP's nominees to the Board, FOR ratification
of the appointment
of HP's independent registered public accounting firm, FOR the approval
of the compensation
of HP's named executive officers, FOR the approval
of an annual advisory
vote on executive compensation, FOR the Hewlett - Packard
Company 2011 Employee
Stock Purchase Plan and FOR the approval
of an amendment to the Hewlett - Packard
Company 2005 Pay - for - Results Plan to extend the term
of the plan).
Minority Ownership - Minority Ownership is less than fifty percent ownership
of a corporation
voting stock, or not enough ownership to control the
company operations.
If the other shares are widely dispersed, and not actively
voted, ownership
of more than fifty percent
of a
company is
voting stock...
Under the NYSE rules for member organizations: (i) the election
of directors; (ii) the non-binding advisory
vote to approve the compensation
of the
company's NEOs; (iii) the approval
of the
Stock Incentive Plan
of 2015; and (iv) each
of the shareholder proposals described in this proxy statement are not matters on which a broker may
vote without your instructions.
Access to the Proxy:
Companies should provide access to management proxy materials for a long - term investor or group
of long - term investors owning in aggregate at least three percent
of a
company's
voting stock, to nominate less than a majority
of the directors.
At any meeting at which a quorum has been established, the affirmative
vote of the holders
of a majority
of the Shares present in person or represented by proxy at the meeting and entitled to
vote on the proposal at issue is required for: (i) the ratification
of the appointment
of EY as Walmart's independent accountants for fiscal 2016; (ii) the adoption
of a non-binding advisory resolution to approve the compensation
of the
company's NEOs; (iii) the approval
of the
Stock Incentive Plan
of 2015; and (iv) the adoption
of each
of the shareholder proposals.
Conversion Rights — All convertible preferred
stock will be automatically converted into common
stock upon (i) the closing
of an underwritten public offering
of shares
of common
stock of the
Company at a public offering price per share that provides at least $ 100 million in aggregate gross proceeds or (ii) approval
of at least (a) holders
of 66 %
of the Series A convertible preferred
stock,
voting as a single class on an as - converted basis; (b) holders
of a majority
of the Series B convertible preferred
stock,
voting as a single class on an as - converted basis; (c) holders
of a majority
of the Series D convertible preferred
stock,
voting as a single class on an as - converted basis; and (d) the holders
of at least a majority
of the then outstanding shares
of convertible preferred
stock (
voting together as a single class and not a separate series, and on an as - converted basis).
When a
stock is public, the owners get to
vote on the future
of the
company.
One
of the earliest examples was the International Silver
Company, whose common
stock (issued in 1898) had no
voting rights until 1902 and then only received one
vote for every two shares.
It's true that the activist investors on the Exxon
vote likely include heavy hitters like financial firms BlackRock, Vanguard and State Street (though the specific
votes are not made public), which are the
company's biggest shareholders, owning more than 18 percent
of the
stock.
Under the 2017 Plan, a change in control is defined to include (1) the acquisition by any person or
company of more than 50 %
of the combined
voting power
of our then outstanding
stock, (2) a merger, consolidation, or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50 %
of the combined
voting power
of the surviving entity (or the parent
of the surviving entity), (3) a sale, lease, exclusive license, or other disposition
of all or substantially all
of our assets other than to an entity more than 50 %
of the combined
voting power
of which is owned by our stockholders, and (4) an unapproved change in the majority
of the board
of directors.
Because
of the Stockholders Agreement and the aggregate
voting power
of the
Voting Group, we are considered a «controlled
company» for the purposes
of the New York
Stock Exchange.
While activist shareholder Sandon Capital has been a voluble opponent
of the deal, arguing Tabcorp is getting a very good asset in the Tatts lotteries business, there are enough big shareholders who own
stock in both
companies that are in favour
of the transaction to make a favourable
vote likely.
Altice owns 70 percent
of the
company's issued and outstanding common
stock, and controls 98 percent
of the
voting rights.
Facebook scrapped plans to create a new class
of shares that would have allowed Zuckerberg to sell almost all
of his
stock without losing
voting control
of the
company, a move that aggrieved some shareholders.
To review our process, as value managers we establish buy and sell targets for the
stock of any
company that is
voted onto our firm's approved list.
Even if you own just 1 share
of stock in General Electric (for example), you still own part
of the
company.Shareholders have
voting rights and they profit when the
company does well.
In addition, supermajority
voting provisions proposed require the approval
of two - thirds
of the board and outstanding
stock to appoint an individual who was previously an officer
of the
company as CEO.
As a U.S.
company, its pay
vote is advisory, not binding; moreover the
company's share class structure means that approval is effectively assured, with founders» Class B shares carrying ten times the
voting power
of ordinary Class A. Nonetheless, opposition has been bubbling up, with an amendment to the
company's
stock plan generating a 28 % against
vote at the 2016 AGM.
Mason's principal and co-founder Michael Martino responded: «Mason will vigorously oppose Telus» latest attempt to take value from
voting shareholders and transfer it to the non-
voting shareholders, including Telus» board
of directors and
company executives, whose personal economic interests are tied to the non-
voting stock.»
If the
Company grants registration rights, information rights, rights
of first offer, price - based antidilution protection, protective
voting provisions or other similar rights to new investors in a subsequent financing involving the sale
of additional series
of Preferred
Stock, the
Company will use reasonable efforts to extend such rights to the Purchasers on the same basis granted to new investors.
In the event that (i) the Board
of Directors proposes, recommends, approves or otherwise submits to the shareholders
of the
Company, for shareholder action, a Deemed Liquidation Event, and (ii) a Holder has not received written notice from the holders
of a majority
of the shares
of Key Holder Common
Stock that such holders approve the Deemed Liquidation Event, then such Holder hereby agrees to vote (in person, by proxy or by action by written consent, as applicable) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Holder against the Deemed Liquidation Event, to assert statutory dissenters» rights with respect to the Deemed Liquidation Event, and to take such other action in derogation of the Deemed Liquidation Event as shall be requested by the holders of a majority of the shares of Key Holder Common Stock in order to carry out the terms and provision of this Section
Stock that such holders approve the Deemed Liquidation Event, then such Holder hereby agrees to
vote (in person, by proxy or by action by written consent, as applicable) all shares
of capital
stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Holder against the Deemed Liquidation Event, to assert statutory dissenters» rights with respect to the Deemed Liquidation Event, and to take such other action in derogation of the Deemed Liquidation Event as shall be requested by the holders of a majority of the shares of Key Holder Common Stock in order to carry out the terms and provision of this Section
stock of the
Company now or hereafter directly or indirectly owned
of record or beneficially by such Holder against the Deemed Liquidation Event, to assert statutory dissenters» rights with respect to the Deemed Liquidation Event, and to take such other action in derogation
of the Deemed Liquidation Event as shall be requested by the holders
of a majority
of the shares
of Key Holder Common
Stock in order to carry out the terms and provision of this Section
Stock in order to carry out the terms and provision
of this Section x.y..
Following the
vote, Credit Suisse's Alethia Young maintained an Outperform rating on Puma's
stock with a price target boosted from $ 58 to $ 90, although the
company's announcement doesn't yet imply the approval
of neratinib.
Benchmark said in their filing that Kalanick holds only 10 percent
of the
company's preferred
stock, but has 16 percent
of Uber's
voting power.
The increasing use
of dual - class
stock structure, in which founders can have small ownership percentages, but outsized influence over
company decisions via
voting rights, has played a role.
Yvan Allaire has a great analysis
of Dow Jones» overreaction to Snapchat's IPO and the dual class
stock phenomenon in general:» In July 2017, Dow Jones, goaded by the reaction to Snapchat having gone public with a class
of shares without
voting rights, announced that, after extensive consultation, it had decided to henceforth eliminate
companies -LSB-...]
Shareholder — The people or organizations who posses some quantity
of equity ownership
of a
company, usually in the form
of stock; depending on the ownership formula, shareholders may be entitled to
voting rights, dividend payments, or certain degrees
of influence in the
company, or bear accountability for its management
Democrats also criticized Price and Collins for trading these types
of health care
stocks just before
voting to pass the 21st Century Cures Act, which reportedly made it easier for
companies like Innate Immunotherapeutics to seek FDA approval for trials on experimental treatments.
Diversified investment management
company: An investment
company with 75 %
of the value
of its assets held in cash or cash equivalents, government securities, securities
of other investment
companies, or securities
of other issuers; no more than 5 %
of its total assets in the securities
of any one
company; and ownership
of no more than 10 %
of the outstanding
voting stock of any one
company.
The Certificate
of Incorporation was adopted at a time when no other
voting securities
of the
Company were outstanding, and although the Series B Preferred
Stock generally votes on an as if converted basis together with the Common Stock, the Certificate of Incorporation does not expressly deal with the voting rights of the Series B Preferred Stock in the context of the «opt out» provision relating to amendments to increase authorized s
Stock generally
votes on an as if converted basis together with the Common
Stock, the Certificate of Incorporation does not expressly deal with the voting rights of the Series B Preferred Stock in the context of the «opt out» provision relating to amendments to increase authorized s
Stock, the Certificate
of Incorporation does not expressly deal with the
voting rights
of the Series B Preferred
Stock in the context of the «opt out» provision relating to amendments to increase authorized s
Stock in the context
of the «opt out» provision relating to amendments to increase authorized
stockstock.
There are other ways to «class»
stocks, most
of which have a similar tradeoff between earnings percentage and
voting percentage (typically by balancing these two you normalize the price
of stocks; if one
stock had better dividends and more
voting weight than another, the other
stock would be near - worthless), but
companies may create and issue «superstock» to controlling interests to guarantee both profits and control.
Aleph Investments generally will
vote against proposals to move the
company to another state less favorable to shareholders interests, or to restructure classes
of stock in such a way as to benefit one class
of shareholders at the expense
of another, such as dual classes (A and B shares)
of stock.
In real practical terms, one average person's holdings are insignificant in terms
of stock price or
company health, though they might matter slightly more as
voting shares in the annual meeting.
This Proposal (scheduled for shareholder
vote on February 22nd) would give the
Company the ability to issue 12,500,000 millions shares
of Class A Common
Stock under their Form S - 3 covering the sale
of up to $ 30,000,000
of securities.