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CALIFORNIA CORPORATE & SECURITIES LAW

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I Find More Confusion On Tallying Votes

I recently came across the following vote tally in Item 5.07 of Form 8-K:

  • 73,197,209 votes for (28.9% of the voted shares)
  • 177,776,280 votes against (70.2% of the voted shares)
  • 2,113,797 abstentions (0.8% of the voted shares)
  • 26,725,569 broker non-votes

Item 5.07(b) requires disclosure of “the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter . . .”.  This disclosure complies but I find it illogical.

As I’ve discussed many times (see, e.g., Jeremy Bentham – Present But Not Voting), abstentions are by definition shares that are not voted.  Therefore, in my view it makes no sense to express the number of abstentions as a percentage of the “voted shares”.   It’s a bit like saying “I have 3 cats and a dog and my one dog represents 25% of the cats.”

Pompeii & The Ampersand

Have you ever wondered about that strange word “ampersand”?  It’s actually a contraction of two English and two Latin words “and per se and”.  The symbol is the result of a ligature of the Latin word et, which means and.  A very early, if not the earliest, example of this logogram can be found scrawled on a wall in the ancient and doomed city of Pompeii.

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Pompeii with Mt. Vesuvius in the background

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