The wording was:
Mr. Innocenti’s Proposal and Supporting Statement
“RESOLVED:
That the shareholders of Patriot Scientific Corporation (“Company”) hereby request that the Board of Directors initiate the appropriate process to amend the Company’s governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders.
Did the word "request" allow the BOD to ignore the vote? From a legal perspective, did that wording ("request" instread of "instruct") give them that lee-way?
Would SEC or a court rule as such or agree that the clear intent (as reinforced by the BOD proxy statement against the change and not the request to change) was to change the voting method and that the BOD knew that?
