"Despite earlier opposition, Apple (Nasdaq: AAPL) has implemented a change to its corporate governance policy that could ruffle a few feathers in Cupertino, California. Apple is now requiring executive officers to hold 3x their annual base salary in stock. The CEO is required to hold 10x his annual base salary in stock and Non-Employee Directors are required to hold 5x their annual retainer."The PTSC rejected the idea of mandating stock ownership for it's Leadership.
Your Directors’ Statement of Opposition
"After careful consideration and for the reasons set forth below, the Board has determined that this Proposal would not enhance stockholder value and would not be in the best interests of the Company and its stockholders. While the Board is supportive of the concept that executive officers and directors should have some level of stock ownership in the Company, the Board believes that the imposition of a mandatory stock ownership requirement could limit board membership and would not have any positive effect (and could have a negative effect) on the other qualifications we deem important to the success of our business (such as leadership, finance and industry experience). The Board believes that stock ownership guidelines are best left to the discretion of the Board."
Accordingly, the Board of Directors unanimously recommends that you vote AGAINST the foregoing stockholder proposal. Your proxy will be so voted unless you specify otherwise on the proxy card.
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“WHEREAS, the Board of Directors (“Board”) of Patriot Scientific Corporation (“Company”) have no Company policy requiring any PTSC stock ownership by Directors or Executive Officers;
WHEREAS, up until as recently as January 2011, the Company had two Board members who served for over a combined 40 months, yet owned no Company stock;
WHEREAS, our current CEO/CFO/Board member has been a Senior Executive for over 3 years (now 5+ years), and owns no Company stock;
WHEREAS, the price of PTSC stock currently trades around 8 cents, has averaged 11 cents for the past 12 months and 17 cents for the past 24 months, yet no current PTSC Director or past or present Executive Officer, has purchased stock in over two years; meanwhile, they continue to receive annual non-stock cash compensation at levels comparable to those at companies ten times our size;
THEREFORE, RESOLVED:
That Stockholders direct the Board to take all actions necessary to adopt guidelines to enforce the spirit and intent of the proposal requiring directors and senior executives to purchase company stock in non-company loaned monthly cash allotments, each month, without waiver, with a monthly base amount equal to at least 2% of their individual total annual compensation, for a period not to exceed sixty months, until such time as their individual expenditures equate to stock value in the company of at least 5 times their individual total annual compensation (including bonuses); with purchases to commence within 60 days after proposal passage.
PTSC Stockholders agreed with the Proposal and overwhelming passed this
Mandatory Stock Ownership requirement by a 3 to 1 vote ratio.
PTSC leadership refused to institute the policy. I guess they think they know more than Apple, and 80% of all S&P companies who have such a requirement.
Another month has now gone by, and based on the last K, another $50,000 in cash is shared by them as compensation for their performance of our 11 cent company.
