Commentary: Strange voting at Advanced Photonix (API)

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

b :  an excess of votes over those cast for an opposing candidate

c :  a number of votes cast for a candidate in a contest of more than two candidates that is greater than the number cast for any other candidate but not more than half the total votes cast/
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

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25-Aug-2014

Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a)-(b)

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

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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.

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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

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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.