Assuming that all Series A Preferred Stock holders vote for two directors, we agree with your analysis. The fact that those directors need to receive 75% of the vote, rather than a simple majority, does not change the math.
Question
From: Shaffer, Kristin
Sent: Friday, April 13, 2018 11:00:43 AM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: [Redacted]
Subject: RE: 801.12 Question
[Redacted]
Assuming that all Series A Preferred Stock holders vote for two directors, we agree with your analysis. The fact that those directors need to receive 75% of the vote, rather than a simple majority, does not change the math.
Best regards,
Kristin
Kristin Shaffer
Attorney
Premerger Notification Office
Federal Trade Commission
202-326-3434 | kshaffer@ftc.gov
From: [Redacted]
Sent: Wednesday, April 11, 2018 10:58 AM
To: [Redacted]
Subject: 801.12 Question
All,
We are seeking guidance on how to apply the Section 801.12 formula to the following facts.
Company X has four authorized directors elected as follows.
- Two directors are elected by the holders of at least 75% of X’s Series A Preferred Stock voting as a class on as as-converted to Common Stock basis.
- Two directors are elected by the holders of a majority of X’s Common Stock voting as a class.
No stockholder holds at least 75% of X’s Series A Preferred Stock.
Assume Stockholder Y holds 30% of X’s Series A Preferred Stock and 10% of X’s Common Stock. How would we calculate what percentage of X’s voting shares Stockholder Y holds under Section 801.12? Would it still be [30% times 2/4] plus [10% times 2/4]?