Stockholder list

This section of the Delaware Code allows access in the event my demand is refused a second time. If PNBC is going to have to produce a list of stockholders anyway, why refuse to do it now? Again, the board is looking out for the shareholders’ benefit?

§ 219. List of stockholders entitled to vote; penalty for refusal to produce; stock ledger.

(a) The officer who has charge of the stock ledger of a corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

(b) If the corporation, or an officer or agent thereof, refuses to permit examination of the list by a stockholder, such stockholder may apply to the Court of Chancery for an order to compel the corporation to permit such examination. The burden of proof shall be on the corporation to establish that the examination such stockholder seeks is for a purpose not germane to the meeting. The Court may summarily order the corporation to permit examination of the list upon such conditions as the Court may deem appropriate, and may make such additional orders as may be appropriate, including, without limitation, postponing the meeting or voiding the results of the meeting.

(c) The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.

3 comments on “Stockholder list

  1. A lot are employees that own stock. There is no way in heck that if management can see who voted how, that employees are going to vote your way. We were mandated as Princeton resident employees to sign petitions for people running for office in town. I know that it can’t be legally mandated but it wasmade very clear you had to. If that has occurred, why would anyone think its safe to vote shares as they wish?

    • It is a tough choice for the employees who own stock if the directors can see the results of your vote. Vote for change and risk reprisal. Don’t vote for change and keep the current environment of bad decisions. I would encourage employees to vote for the future, your children and grand-children. Let’s not kick the can down the road.

      • At this point what is there to lose? Their silence and their willingness to bury their heads in the sand just let the sr. management and board run the bank into the ground. They are probably all out of a job in the next several months anyway. Any bank that buys them out isn’t going to keep a corporate office in Princeton. They have their own and very likely too far away for the CFNB employes to work at unless they agree to relocate. The lucky ones would be retail staff in the branches that the buying bank intends to keep open. There may not be any notice, too. Many times the FDIC sells the failing bank on silent auction right before receivorship and then come in, close the bank, and then reopen it under the new bank on Monday. I have seen bank closings and buy outs several times. The management tell the employees that all is well and everyone is getting rainbow ponies. Many times senior mgt get retention bonuses for their ability to hold onto the staff until they are ready to lay them all off. At one institution I know of the CEO was telling everyone they were keeping their jobs even though the bank that bought them out had already filed with the SEC indicating their intention was to close over half the branches including the corporate office. I think being dishonest has become a prerequisite for bank leadership. For the employees the saying goes… “What you permit, you promote.” So if you have to go out, go out guns a blazin’.

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