STATES SECURITIES AND EXCHANGE
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of Stockholders to Call
[Name of Contact]:
writing to explain our bylaw provision on the right of stockholders to call a
special meeting and to recommend that you vote against the stockholder proposal
on this matter (Item 5) that is on the ballot for our annual meeting on April
recently amended our bylaws to allow holders of 25% of the outstanding shares to
call a special meeting of stockholders. The only limitations on this
right are the exclusion of matters that are already on the ballot for a
scheduled annual meeting or, for purposes other than the
election of directors, matters that have been voted
upon within the past 12 months.
shareholder has proposed that the board amend the bylaws to reduce the ownership
threshold for calling a special meeting to 10%. We believe that a 10%
threshold is too low. Our 25% threshold enables a significant number
of stockholders who consider a matter important to call a special meeting, while
preventing small groups of stockholders from calling a special meeting on topics
in which the majority of stockholders have little or no interest. We
believe this is the appropriate balance between the desires of stockholders to
be able to call such meetings and the financial and administrative burden on the
company from holding special stockholders meetings.
Shareholder Services (ISS) has recommended FOR this shareholder
proposal. ISS’s analysis explains why the right of stockholders to
call a special meeting is desirable. We agree with this and believe
that our current bylaw provision, which gives shareholders this
right, addresses these concerns.
reasons, we believe that a vote AGAINST this proposal (Item 5) is in the best
interests of our company and our stockholders.
have any questions regarding the matters discussed in this letter, please do not
hesitate to contact me at 314-577-7370 or our proxy solicitor, Morrow & Co.,
LLC., toll-free at 1-800-662-5200.
/s/ JoBeth G.
President and Secretary