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Aug. 16 — Medizone International Inc. shareholders may get to vote on a proposal setting an age limit for the company's directors ( Medizone International Inc., SEC No-Action Letter, 8/9/16).
The Securities and Exchange Commission Division of Corporation Finance, in an Aug. 9 letter, said it was unable to concur that the proposal could be omitted from the company's proxy materials under a rule that sets the deadline for submitting shareholder proposals if the company doesn't hold an annual meeting the previous year.
Under 1934 Securities Exchange Act Rule 14a-8(e)(2), the deadline for proposals under such circumstances is a “reasonable time” before the company begins to print and send its proxy materials. The company argued that when it received the proposal, it had already finalized its form of proxy card.
The resolution submitted by shareholder Peter Gaide requested amendments to Medizone's bylaws that would cap the age at which an individual could serve as a director or officer. Gaide argued that his proposal was timely because Medizone was notified of it within four days of the company filing its preliminary proxy.
“If [Medizone] Counsel’s argument is upheld, they could just as easily have ‘finalized’ the proxy materials one day following the filing of the preliminary materials and thereby exclude any shareholder proposals,” he wrote.
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The SEC's no-action letter is available at https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2016/petergaide080916-14a8.pdf.
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