November 15, 2012
November 15, 2012
Correction on Calista Corporation Annual Meeting Results
Calista Corporation Bylaws Require 50+ Percent Vote To Change Bylaws
(Anchorage, Alaska) – The 38th Annual Meeting of Shareholders was held on November 3, 2012. There are 1,255,582.4882 eligible shares among Calista Shareholders and 55.2 percent of all outstanding shares of Common Stock, or 692,865.5534, were represented in person or by proxy. For a change to the Bylaws, more than 50 percent of all outstanding Shareholder shares must vote in favor of change.
Shareholders voted on the election of four Board of Director seats and several resolutions. The election of Board Directors are correct and remain unchanged. Only the results of the binding resolutions to amend the Bylaws were incorrect.
The results were tabulated and certified by the Inspector of Elections, independent firm Sramek-Hightower, with input and guidance from the Parliamentarian, Julius Brecht of Wohlforth, Brecht, Cartledge, Brooking.
To change the Bylaws, at least 627,792 shares for this meeting of all outstanding Shareholder shares (more than 50 percent) must have voted in favor of change. An advisory resolution requires only a majority of actual votes cast in order to pass; however, advisory resolutions do not change the Bylaws.
Initially, the Inspector of Elections announced that the Shareholder-submitted binding resolutions to change the Bylaws had passed because they received a substantial majority approval of the voting quorum (listed below). However, since the number of approval votes did not exceed 627,792 for any of the binding resolutions, the binding resolutions in fact did not pass. The error was not noticed or corrected at the annual meeting.
The number of votes cast in favor of each resolution is included below for your reference.
The Board will meet at its regularly scheduled Board meeting on December 12 to review the corrected results. Updates will be announced on www.CalistaCorp.com and Calista’s official Facebook pages (www.facebook.com/CalistaCorp and www.facebook.com/CalistaCorporation).
Corrected Results For 2012 Annual Meeting Resolutions
Correction – Failed: Binding Resolution To Amend the Calista Corporation Bylaws to Eliminate the Designation of a Board Slate and Eliminate Cumulative Voting by the Nominating Committee of Non-Directed Votes in Board Solicited Proxies (Yes Votes 339,199.2191 and No Votes 164,580.1818)
Correction – Failed: Binding Resolution: Should the Calista Bylaws be Amended to Require that Annual Meetings be Held Periodically in Bethel and Anchorage? (Yes Votes 367,043.8415 and No Votes 144,386.2680)
Correction – Failed: Binding Resolution: Should the Calista Corporation Bylaws be Amended to Limit the Number of Terms the Chairman of the Board May Serve as Chairman to No More than Three Consecutive Yearly Terms? (Yes Votes 396,980.0107 and No Votes 121,939.3421)
Correction – Failed: Binding Resolution: Should the Calista Corporation Bylaws be Amended to Preclude the Nominating Committee from Viewing the Tally of Directed Voting Prior to Voting their Proxies? (Yes Votes 370,254.8572 and No Votes 143,746.6524)
Failed (no change): All Binding Resolutions to remove Directors:
Michael D. Akerelrea (Yes Votes 296,073.4055 and No Votes 220,522.9203)
Arthur S. Heckman, Sr. (Yes Votes 339,544.0338 and No Votes 177,858.8381)
Felix P. Hess (Yes Votes 338,982.2691 and No Votes 178,098.2694)
Robert “Bobby” Hoffman (Yes Votes 238,579.7162 and No Votes 277,858.4172)
William Igkurak (Yes Votes 277,647.5132 and No Votes 238,382.0730)
Harley J. Sundown (Yes Votes 266,583.3831 and No Votes 249,897.5760)
JoAnn J. Werning (Yes Votes 256,114.7738 and No Votes 260,461.3191)
Passed (no change): Advisory Resolution To Ban Discretionary Voting in Annual Meetings: Should Calista Ban Discretionary Voting in Annual Meetings? (Yes Votes 314,841.8082 and No Votes 163,319.6141)
Quyana cakneq to the communities of Goodnews Bay and Platinum for your hospitality. High winds caused problems and resulted in flight delays on both Friday and Saturday. Most Calista employees and several boxes of equipment couldn’t arrive until a couple hours before the meeting. We are thankful that all visitors arrived and returned home safely.
The second largest of the original 13 Alaska Native corporations, Calista Corporation was established under the Alaska Native Claims Settlement Act of 1971 and represents over 12,000 Shareholders. The Calista region encompasses over 6.5 million acres and includes 56 villages, which are incorporated into 46 individual village corporations. Since inception, Calista has provided more than $3.0 million in scholarships to its Shareholders and Descendants and more than $17.4 million in Shareholder dividends and distributions.
Calista Corporation is the parent company of 15 subsidiaries, providing services ranging from telecommunications and marketing to construction and facility management. Calista can be found on Facebook () and Twitter ().