Re: Proxy Statement filed
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Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.
Message: Re: Proxy Statement filed
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Your Directors’ Statement of Opposition
After careful consideration and for the reasons set forth below, the Board has determined that this Proposal would not enhance stockholder value and would not be in the best interests of the Company and its shareholders. The Board of Directors therefore unanimously recommends that stockholders vote AGAINST this proposal.
We elect directors using the method used by the overwhelming majority of publicly traded companies and prescribed as the default method by Delaware law—directors are elected by a plurality of the votes cast at a meeting. The Board of Directors believes that the plurality voting standard is fair, democratic and impartial and serves the best interests of our stockholders. The majority voting standard suggested by the Proponent does not provide significant advantages to us or our stockholders over the plurality voting standard.
The Proponent’s supporting statement asserts that a director nominee currently could be elected with a single affirmative vote. While this is theoretically possible, this is not the history of our director elections. The plurality voting standard has shown strong support for director nominees. The outcome of our election process during past years would not have been any different if the proposed majority voting standard had been used. For example, the director nominees elected at last year’s annual meeting of shareholders each received more than 47,600,000 affirmative votes, which exceeded 50% of the votes cast.
The Proposal could make it more difficult for shareholders to elect a full Board and could have a negative impact on shareholders who wish to elect someone other than a Board recommended nominee. Further, this proposal could unnecessarily increase the cost of soliciting stockholder votes. We may be required to take additional actions, such as conducting telephone solicitation campaigns, second mailings or other vote-getting strategies, to obtain the required vote to elect directors, all of which would likely result in increased spending by us for routine elections. The Board does not believe this would be an appropriate use of the Company’s and stockholder resources.
Too Funny !!!!!!...Virt
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