Legal Question in Business Law in Texas

Corporation Won't Reveal Board of Directors Proxy Vote Totals

I recently attended the Shareholder Meeting of a public company in which I am invested. I ran for the Board of Directors as a last minute idea of the shareholders, so I was not on the ballot. Notwithstanding that, I believe I received 1 to 2 million share-votes out of 10 million outstanding. Many proxies were collected at the Meeting itself. The company has not announced any official vote results, merely stating at the meeting that ''71% of the ballots already cast were for the company's slate, so they must be the winner.'' What are my rights to obtain the official, final vote count? And/or do they have to file these results with the SEC, the State of Texas, or others? I find this behaviour most reprehensible.


Asked on 5/01/03, 10:41 pm

1 Answer from Attorneys
Lawrence Maun Lawrence J. Maun, P.C.

Re: Corporation Won't Reveal Board of Directors Proxy Vote Totals

I am assuming that this question came to Texas is becasue the Corporation is a Texas Corporation. If you received 1 or 2 million of 10 million, that would be 10 to 20% which would seem far less than needed to be elected. However, you do have certain rights under Texas corporate law to inpsect the books and records of the Corpration, to verify the results. art 2.44 of the Texas Business Corporation Act gives a person who has been a shareholder at least 6 months, or who owns at least 5% of the outstanding shares, to examine, in person or through an agent, attorney or acountant, the corporation's relevant books or records. Larry Maun 713.266.2560

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Answered on 5/02/03, 10:26 am


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