Risk & Compliance

AMEX Passes on Proxy Action

Company allowed a vote on a shareholder proposal that had not been included in proxy solicitation materials.
Stephen TaubJune 9, 2004

The American Stock Exchange chose not to take action against a company on a matter involving a shareholder proposal that had not appeared on the company’s proxy statement.

In November 2003, Espey Manufacturing & Electronics Corp., a small maker of electronic-power supplies and other components, permitted a vote on a shareholder proposal at its annual meeting that had not been included in the company’s proxy solicitation materials.

The proposal called for the removal, without cause, of three members of the company’s board of directors. Shareholders wound up rejecting this measure.

On January 21, Espey issued a press release announcing that it has been notified that the American Stock Exchange was conducting a review of events at the meeting.

In a press release on Monday, the company said it had been informed by the American Stock Exchange that its review of events relating to the annual meeting had been completed and that, “no further action is warranted.”

Espey said an investigation conducted by a board-appointed special counsel concluded that no misconduct had been made.

The company added that at a board of directors meeting held in April, corporate governance modifications were adopted, including the creation by the board of a nominating committee comprised of independent directors and the implementation of corporate bylaw amendments.

4 Powerful Communication Strategies for Your Next Board Meeting