14a-8 proposal: Please let this one sink in.

This is the text of the email I received this morning 1/31/2012, in response to a query.

Good morning Dave.

No, there is no requirement that we include your nominee in the Proxy Statement and therefore we do not intend to do so.  If you appear in person at the meeting and make the nomination of your nominee, we do not intend to rule you or your nominee out of order.

Yes, your proposal will appear in the Proxy Statement.  The Company will include a statement in opposition to your proposal in the Proxy Statement; you should receive a copy of the opposition statement in February.

Lou Ann Birkey

Vice President – Investor Relations

And following is the proposal presented to the board Secretary  last Dec 13th. According to the email, it will appear on the proxy:


                                                                                                       Princeton National Bancorp, Inc.: Rule 14a-8 Proposal, December 13, 2011

Proxy Access

WHEREAS, Most long-term shareholders have no reasonable means to make board nominations with proxy access; and most long-term shareholders are anxious about the precipitous decline in the price of the stock or shares. 

RESOLVED, Shareholders asks our board, to the fullest extent permitted by law, to amend our bylaws and governing documents to allow shareowners to make board nominations as follows:

 1. The Company proxy statement, form of proxy, and voting instruction forms,shall include nominees of:

a. Any party of one or more shareholders that has held continuously, for two years, 1% of the Company’s securities eligible to vote for the election of directors, and/or

b. Any party of shareholders of whom one hundred or more satisfy SEC Rule14a-8(b) eligibility requirements.

 2. Any such party may make one nomination or, if greater, a number of nominations equal to 12% of the current number of board members, rounding down.

3. For any board election, no shareholder may be a member of more than one such nominating party. Board members, named executives under Regulation S-K, and Rule   13d filers seeking a change in control, may not be a member of any such party.

4. All members of any party satisfying item 1(a), and at least one hundred members of any party satisfying item 1(b) who meet Rule 14a-8(b) eligibility requirements, must affirm in writing that they are not aware, and have no reason to suspect, that any member of their party has an explicit or implicit, direct or indirect, agreement or understanding either to nominate or regarding the nature of any nomination, with anyone not a member of their party.

5. All board candidates and members originally nominated under these provisions shall be afforded fair treatment, equivalent to that of the board’s nominees. Nominees may include in the proxy statement a 500 word supporting statement. All board candidates shall be presented together, alphabetically by last name.

6. Any election resulting in a majority of board seats being filled by individuals nominated by the board and/or by parties nominating under these provisions shall be considered to not be a change in control by the Company, its board and officers.

7. Each proxy statement or special meeting notice to elect board members shall include instructions for nominating under these provisions, fully explaining all legal requirements for nominators and nominees under federal law, state law and company bylaws.

Respectfully submitted,

8 comments on “14a-8 proposal: Please let this one sink in.

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