"which decision was discussed with the Company’s Board of Directors but not formally recommended or approved."
So who is calling the shots at FAB? Who felt it was their right to fire an auditor formally approved by a shareholder vote and hire a new one without even getting it approved by the BOD? More importantly... which BOD member(s) insisted on it going on the record that it was not a BOD decision?
Sounds like heavy dissent at FAB and at least one BOD member was not pleased this was done without going through proper channels.
I had a few minutes and dug this up from the SEC website concerning auditors. It's a long read.....but but I think the bottom paragraph sums up most of it.
The change in auditors would have to come from FAB"s audit committee, not the entire BOD. But at some point it appears the BOD would have to ratify the selection of the new auditor...which was not done at the time of the switch (hence the amended 8K).
" In order to conform the rules that we are adopting today to the auditor independence rules, we are removing the proposed exemption for investment companies from the requirements regarding selection of the auditor. As a result, the audit committee will be required to select the independent auditor and, under Section 32(a) of the Investment Company Act, the independent directors will be required to ratify the selection. "
"Who felt it was their right to fire an auditor formally approved by a shareholder vote and hire a new one without even getting it approved by the BOD?"
Reads like simple boilerplate language to me (just states they never got around to taking/recording an official vote, not that anyone objected). At this point FAB is working on crossing all their T's and dotting all their I's. Read through the bylaws if you're really that curious. I'm not.
Does show once again that FAB has no intention of going dark if they took the time to file an amended 8K over such a simple matter.
I had opened the 8-K amendment but not noticed the amended passage. Good effort to note the revised language, but your interpretation is largely your fantasy world playing out. That cited revision is widely open to interpretations other than your own.