Certificate of amendment to limit the liability of certain officers

The matter

Holders are asked to approve a certificate of amendment to the restated certificate of incorporation that would exculpate certain officers from personal liability for some claims, as permitted by Delaware law. The board says the change helps the company compete for executive talent and could reduce litigation costs. Covered officers have an interest in the proposal because they would receive the protection.

Standard at the meeting

Majority of the outstanding shares entitled to vote on the proposal

An abstention

counts as a vote against

A broker non-vote

counts as a vote against

Routine for brokers

no

Read from that filing/where the two differ, the filing governs/the board recommendation is context and changes no record

Intent, not a shareholder vote/weights are re-read at the cutoff, and can only fall