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Emmis Communications Corp. Message Board

  • david_a_rankin david_a_rankin Jul 10, 2012 1:37 PM Flag

    Special Stockholder's Meeting Tues Aug 14,2012

    Here's list of items that are to be voted on. Management recommends voting "for" all items. My plan is to vote against the reverse stock split (item 8).

    1. Proposal to amend exhibit a to the articles of incorporation
    to cancel the amount of undeclared dividends in respect of
    the preferred stock that is accumulated but undeclared.
    2. Amend exhibit a to articles to change the designation of
    preferred stock from "cumulative" to "non-cumulative".
    3.proposal to amend exhibit a to the articles of incorporation
    to cancel the restrictions on emmis' ability to pay dividends
    or make distributions on, or repurchase, its common stock or
    other junior stock, all as more fully described in the proxy
    statement.
    4. Amend exhibit a to articles to change the ability of
    preferred stock holders to require emmis to repurchase all
    of such holders' preferred stock.
    5.amend exhibit a to articles to change ability of preferred
    stock holders to convert all preferred stock to class a
    common stock.
    6. Amend exhibit a to the articles to change ability of
    preferred stock holders to vote as a separate class on a
    plan of merger, share exchange, sale of assets or similar
    transaction.
    7.amend exhibit a to articles to change conversion price
    adjustment applicable to merger, reclassification.
    8.proposal to authorize the board of directors, in their
    discretion, to amend the articles of incorporation to
    effect, at any time until the earlier of (i) the 2013
    annual meeting or (ii) june 30, 2013, a reverse stock
    split within the approved range.

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