Today, Wednesday, December 12, the Calista Corporation Board of Directors took action to amend four Bylaws. The reason for the action was due to strong Shareholder support as evidenced by voting at the Annual Meeting of Shareholders last month.
Below are the Bylaw amendments that were passed and a general description of what each change means.
(1 of 4) Amend Bylaws to Eliminate the Designation of a Board Slate and Eliminate Cumulative Voting of Non-Directed Votes in Board Solicited Proxies
What it means: In the next director election, Shareholders will still be able to vote for directors of their choosing, and they will also be able to give their proxy to the Board’s Nominating Committee to allow the committee to vote their shares. However, the change is that the Nominating Committee will no longer be able to cumulatively vote those proxy votes; instead they will be required to vote all of the proxy votes by spreading the votes evenly across all of the candidates for office. There will no longer be a Board slate of the candidates.
The elimination of a Board slate means the Nomination Committee will no longer have a list of recommended candidates. For example, if there are three candidates for Unit A, the Nomination Committee will not recommend any particular candidate.
(2 of 4) Amend Bylaws to Require Periodic Annual Meetings in Bethel and Anchorage
What it means: As a result of this change, the Annual Meeting of Shareholders must be held in Bethel at least once during each 5-year period, and be held in Anchorage at least once during each 7-year period.
For example, the next five annual meetings are to be held in 2013, 2014, 2015, 2016 and 2017. At least one of these meetings must be held in Bethel.
(3 of 4) Amend the Bylaws to Include Board Chair Term Limits
What it means: Any Board member elected Chair may only serve in that role for up to three consecutive years. For example, the Board elects Mr. Salmon as the Chair of the Board. Mr. Salmon may serve a maximum of three consecutive years as the Chair.
If the Board elects Mr. Salmon as the Chair every year, then after three years, the Board must elect a different person to serve as Chair. After a one year break in service, the Board may elect Mr. Salmon to the Chair position again.
(4 of 4) Amend Bylaws to Restrict Knowledge of Directed Voting Tally
What it means: Until the final voting results are announced, no one may view or have knowledge of the directed voting results (with the exception of the independent firm selected to validate and count all the proxy votes). No one will be allowed to view the total voting tallies before they are finalized and announced to all Shareholders.