OPINION:
Well another Annual meeting of the shareholders has taken place at Advanced Photonix. If you, are a shareholder like me, you have to sit back and scratch your head, (or perhaps like me, you had a hard time containing your anger), in regard to the "strange" voting practices employed by the current Board of Directors as reflected in the 8K filing below.
When are these guys going to wake up? It seems pretty evident that 3 of the Board members soundly lost the vote, and in my opinion should NOT be allowed to continue as members of the Board. Mr. Pastor, Mr. Farese, and Mr. Soltwedel, please follow the clear majority wishes of the shareholders, and step down TODAY!
While the 8-K claims, "the directors were elected by the vote of a plurality of the votes cast", it's clear that these 3 had approximately 5 million votes to keep them, and over 10 million votes to remove them.. Huh? How can this possibly be a plurality of the votes in favor of keeping these 3 Board members?
Merriam-Webster Dictionary defines a plurality as:
a : a number greater than another
http://www.merriam-webster.com/dictionary/plurality
As always, if I have misunderstood anything I stand ready to
correct it. The current actions of the Board in my opinion significantly detract from the positive efforts, Rob Risser, Irl Duling and the staff continue to make. It's time, and actually way past time for change at Advanced Photonix (API), I hope it's very soon.
Form
8-K for ADVANCED PHOTONIX INC
25-Aug-2014
Submission
of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
August 22, 2014, Advanced Photonix, Inc. (the Company) held its 2014 Annual
Meeting of Stockholders (the 2014 Annual Meeting), where the Company's
stockholders voted on the following four proposals:
1. Elect
the seven directors nominated as directors by the Board of Directors (the
Board) to hold office until the next Annual Meeting of Stockholders or until
their respective successors are duly elected and qualified (Proposal 1);
2.
Conduct an advisory vote of the compensation of the Company's Named Executive
Officers, as disclosed in the Proxy Statement (Proposal 2);
3.
Consider and act upon the Company's 2014 Employee Equity Incentive Plan
(Proposal 3); and
4.
Ratify the appointment of BDO USA, LLP as the Company's independent registered
public accounting firm for the fiscal year ending March 31, 2015 (Proposal 4).
The
votes cast with respect to each item of business properly presented at the
meeting were as follows:
Proposal
1 - Election of Directors. Each of the following seven director nominees was
elected by a plurality of votes cast as directors for terms expiring at the
Company's next Annual Meeting of Stockholders, or until his or her successor
has been duly elected and qualified: Richard D. Kurtz, Robin F. Risser, Lance
Brewer, M. Scott Farese, Donald Pastor, Stephen Soltwedel and Steven
Williamson.
The
voting results from the 2014 Annual Meeting are provided below:1
Name For Withheld Abstain Broker Non-Votes
Richard
D. Kurtz 9,289,300 6,771,989
N/A 15,995,687
Robin F.
Risser 13,802,983 2,258,306 N/A
15,995,687
Lance
Brewer 9,366,169 6,695,120
N/A 15,995,687
M. Scott
Farese 5,208,541 10,852,748
N/A 15,995,687
Donald
Pastor 5,488,423 10,572,866
N/A 15,995,687
|
Stephen
Soltwedel 5,268,941 10,792,348 N/A 15,995,687
Steven Williamson 14,649,807
1,411,482 N/A 15,995,687
1 As
provided by the Company's By-Laws, the directors were elected by the vote of a
plurality of the votes cast. Therefore, abstentions and broker non-votes were
required to be disregarded and had no effect on the vote results.
Proposal
2 - Advisory Vote on Executive Compensation. The stockholders did not approve
(on an advisory basis) the compensation of the Company's Named Executive
Officers, as disclosed in the Proxy Statement, including the Compensation
Discussion and Analysis, compensation tables and the accompanying narrative
disclosure.2
For
Against Abstain Broker Non-Votes 6,978,743 8,973,259 109,287 15,995,687
Proposal
3 -Adoption of the Company's 2014 Employee Equity Incentive Plan. The
stockholders did not adopt the Company's 2014 Employee Equity Incentive Plan.2
For
Against Abstain Broker Non-Votes 7,223,740 8,790,897 46,652 15,995,687
Proposal
4 Ratification of the Appointment of BDO USA, LLP as the Company's independent
registered public accounting firm for the fiscal year ending March 31, 2015.
The stockholders ratified the appointment of BDO USA, LLP as the Company's
independent registered public accounting firm for the fiscal year ending March
31, 2015.2
For
Against Abstain Broker Non-Votes 20,525,385 11,208,437 323,154 N/A
2
Approval of each proposal with this footnote designation required the
affirmative vote of a majority of the shares present, in person or by proxy,
and entitled to vote on the proposal at the 2014 Annual Meeting. Therefore,
abstentions, which represented shares present and entitled to vote, had the
same effect as a vote against the proposal. Broker non-votes, if any, were
required to be disregarded and had no effect on the vote results.
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