Thanks Mr. Innocenti
posted on
Nov 30, 2010 05:11PM
First of all I would like to thank Victor Innocenti for his effort to ensure that proposal number 3 made it to the proxy for voting. Here is my two cents worth. Below you will find information taken from the proxy. Number one states that if you don’t specify your intentions on your proxy, it will be voted according to the recommendation of the board. Number two states that in last year’s election, the director nominees received affirmative votes which exceeded 50% of the votes cast. However, what it doesn’t say is how many of those affirmative votes were due to returned proxies that did not specify a vote or an abstention, thereby giving the board full authority to vote however they wanted to.
1.If your proxy card is signed and returned without specifying a vote or an abstention on a proposal, it will be voted according to the recommendation of the board of directors on that proposal. That recommendation is shown for each proposal on the proxy card.
2.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.
Also, under California law, it is my belief that majority voting is the norm. Since PTSC operates in CA, is there any guidance for making a case that PTSC is a quasi-CA company? Anyone?
For the record my vote will be FOR majority voting as proposed by Mr. Innocenti. As it stands now, I have no reason to believe that Cliff Flowers would not serve the shareholders well as a board member. However, I would feel a whole lot better about him if he declined a pay check to serve on the board. Perhaps he would consider this for shareholders. Come on Cliff, how about it? Perhaps you can lead by example and shame the others into going back to how it used to be...no compensation for Board members (at this time). I'm not opposed to performance based stock options for directors and corporate executives.
Laurie