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Wilhelmina International, Inc. Message Board

  • DaBreeze21 DaBreeze21 Dec 19, 2011 5:30 PM Flag

    Reverse Stock Split to be voted on at annual meeting

    A preliminary proxy statement just came out. Does anyone here know what that is? ahahaha amateurs.

    NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Wilhelmina International, Inc., a Delaware corporation, will be held on January __, 2012, at 10:00 a.m., local time, at our offices located at 200 Crescent Court, Suite 1400, Dallas, Texas 75201, for the following purposes:

    1. to elect seven directors to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualify;

    2. to consider and vote upon a proposal to grant authority to our Board of Directors (the “Board”) to effect at any time prior to December 31, 2012 a reverse stock split (the “Reverse Stock Split”) of our Common Stock at a ratio within the range from one-for-ten to one-for-forty, with the exact ratio to be set at a whole number within this range to be determined by our Board in its discretion (the “Reverse Stock Split Proposal”);

    3. to consider and vote upon a proposal to amend our Certificate of Incorporation to reduce the number of authorized shares of our Common Stock in proportion with the Reverse Stock Split ratio determined by our Board (the “Authorized Share Reduction Proposal”);

    4. to consider and vote upon a proposal to approve and adopt the 2011 Incentive Plan (the “Incentive Plan Proposal”);

    5. to ratify the appointment of Burton McCumber & Cortez, L.L.P. as our independent registered public accounting firm for the fiscal year ending December 31, 2011 (the “Auditor Ratification Proposal”); and

    6. to transact such other business as may properly be brought before the Annual Meeting.

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