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CALIFORNIA CORPORATE & SECURITIES LAW

This Company Solicited Consents To Remove A Sitting Director

It’s not often that you see a company soliciting consents to remove one of its sitting directors.  However, that is what PICO Holdings, Inc. sought to do in this consent solicitation statement filed with the SEC on October 31, 2016.  According to PICO’s Form 8-K , John R. Hart’s employment as president and chief executive officer of the company “was terminated”…

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SEC’s Rule 14a-8 Volte-Face Is Pointlessly Outré But It Does Have Real World Ramifications

Readers may recall that last December Whole Foods Market, Inc. had secured the SEC staff’s concurrence in excluding a shareholder access proposal submitted by Jim McRitchie. Then, SEC Chair Mary Jo White directed the staff “to review the rule 14a-8(i)(9) basis for exclusion.”  Taking the hint, the staff reconsidered and wrote Whole Foods that “we express…

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This Is One Form 8-K, You’ll Never Want To File

In a recently filed Form 8-K, an international money transmitter, Xoom Corporation, reported that been the victim of a criminal fraud.  This was no small heist.  According to company, over $30 million had been transferred to overseas bank accounts: The incident involved employee impersonation and fraudulent requests targeting the Company’s finance department, resulting in the…

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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…

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CA Court Concludes Form 8-K Filing Is Not An “Official Proceeding” – Why It Matters

Companies subject to the reporting requirements of the Securities and Exchange Act are required to file a Current Report on Form 8-K with the Securities and Exchange Commission within four business days of the retirement, resignation or termination of specified executives.  Initially, the Commission proposed that companies be required to disclose the reasons for the departure of these…

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“It’s Dark as a Dungeon Way Down in the Mines” – CalPERS Declines to Vote Against Massey Energy Co. Proposal

Last week, I expressed surprise in this post about the California Public Employees Retirement System’s recent announcement that it plans to abstain on a proposal by Massey Energy Company to jettison cumulative voting.  My surprise was based on the fact that Government Code Section 6900 specifically and unequivocally requires CalPERS and other state agencies to vote in favor of cumulative voting. …

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