Let's start with the prospect of having a single shareholder, or shareholder representative, nominated for a position on the BoD. Just what could this person achieve if elected? Absolutely nothing. They would be bound by the same confidentiality and non-disclosures agreements as the current BoD. Even if such a person was nominated for an Executive board position, the result would be the same, like sticking a band-aid on the Titanic - no effect, in my very humble opinion, unless that person is an ex-CEO of a Fortune 500 company.
Turning now to the fresh slate proxy solicitation. I would expect, at the minimum, a lawyer, an accountant, and a person familiar with at least medical administration or government contracting. This would leave four places free, of which I would expect three to be filled by executive board members. The remaining place would best be filled by another non-executive following the current ideal of having a greater number of non-execs to execs on a BoD.
Now comes the interesting part.
The proxy solicitation would have to detail, in full, the grounds for a challenge to the current BoD, and include relevant biographies of the nominees, with proposals of intended actions to grow the company.
The BoD would, in my very humble opinion, commence a legal challenge to either the allegations contained in the proxy solicitation and/or the suitablity of the nominees. During discovery, I would trust that the trading records in PTSC of each nominee, going back 5 years, are requested, using a good faith argumen,t if only to show the sincerity of their intentions.
I would expect any single shareholder nominee to also offer a certified record of trading in PTSC over the same time period. Obviously, the details would be covered by a confidentiality agreement. I wouldn't want my interests being overseen by a trader.
It's "put up or shut up" time: let us all read the who, why, and what, if only to give input before finalization of any proposals.
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Be well
