Unfortunately, there is no such thing as a
write-in vote in a director election. The proxy card must
under SEC rules allow a shareholder to withhold a vote
for a management-nominated candidate, but these
withhold votes are dwarfed by the broker non-votes in
favor of management (as I describe in the post to which
you responded). There is no place on the card to
write in a person and even if there were the company
that does the tabulating is under no obligation to
note the write in candidate or keep track of how many
votes he or she got.
If you want to nominate
your own candidate you must put out your own proxy
card and file a proxy statement, which undergoes
rigorous SEC review at considerable expense to the
nominating person(s). Then you have to get your cards into
the hands of the shareholders, which entails a
mailing through the tabulator (more $$$ spent) and
convince them to vote for you (more $ to solicitors,
Unless the big institutional investors
vote to withhold votes and are willing to publicize
their votes the current board will not receive signals
of displeasure from shareholders.
Better to propose a candidate for director, even
if it has to be a "write in" vote. If enough
sharegolders could vote for a credible candidate, that person
could make his/her views known and might get some
attention from Doc e. al. If we could get an e-mail
campaign going, it might work. Or at least wake up some of
the existing board.
Has anyone heard of any new news out of NM were
the riot happened? Just wanted to know if they have
slowed the movement of inmates entering the facility.
The Feds were suppose to fill it up. Does anyone know
when the next PZN facility is going to open and where?
the vote no campaign was cleo's idea. I responded
that I would prefer to see a shareholder vote on
continuing the REIT status. Unstated, but implied, is that
the proposal would be put out for vote by PZN. I'd
even be happy if mgmt polled it's major shareholders
about it (maybe they have). Or perhaps a real
investment bank could give them better advice than they've
had in the past.
Anyway, I appreciate you
knowledgable posts. They add a lot of class to this board.
New MK--I agree with your sentiment, but . . .
It's hard to use a vote no campaign to signal
displeasure with the direction of the company. The NYSE does
not consider a vote no campaign to be a "contested"
matter; for uncontested matters, brokers and other
financial intermediaries are permitted to vote shares on
behalf of the beneficial owner (the person who is the
ultimate owner holding in the name of the broker or
institution). The wrinkle is, the brokers can use their
discretionary authority only to vote in favor of management.
Accordingly, the number of no votes in a vote no campaign
tends to be small even if large and influential
shareholders (like CalPERS which withholds votes pretty
regularly) due to this broker vote distortion.
Generally, a company does not wake up to shareholder
discontent until there is a full-bore proxy contest. That's
pretty hard here because PZN has a number of defenses in
place (defenses CCA did not have, BTW)--a classified
board, a majority vote required to call a special
meeting, no shareholder ability to amend the bylaws, and
two-thirds vote required for a charter amendment. Also, no
single person can own more than 9.8% pf a REIT's shares
or REIT status is imperiled.
maybe this is the point that I missed.Because I
am a german citizen I am not familiar with US tax
laws.In the case you mentioned the picture would be
different.Anyway I think it would be good for PZN to pay out as
little as possible in the current situation.
1,599,769 + 1 (for the unrealistic scenario where
Doc gets no votes but his own 'direct' shares). Take
it as a given that he can count on 5M plus
not that I wouldn't like to see it, but the numbers
just aren't out there among individual
The institutional blocks are effectively controlled
by a small group(marty zweig, dave dreman, ab & dave
nicholas, rod pierson, and (unknown) at Pacific Life. None
of these guys are the type to rock a leaky rowboat.
It is true than any one of these 800-pound gorillas
could start something, but I'm conviced they have all
learned the 'be careful what you wish for - you might get
it' lesson long since.
"Net income 1Q : - 0,23 $/sh"
I think the
taxable income for the first quarter will be much higher
than that. Wrting off a deferred tax asset to the
extent it is federal income tax will not reduce taxable
income. It only reduces book income. I think the same
would be true for any state income taxes also.
was really insightful. Excellent work!
you are correct, wouldn't it follow that giving up
REIT status and undoing the complicated structure
wouldn't cause S/H turnover (if they're not holding for
dividends anyway)? I know your bias on this issue, but do
you think the market would hammer the stock?