Shareholder Resolution 2017-01:
To Reduce the Number of Directors from Nine to Seven
Shee Atiká’s Bylaws state that Shee Atiká shall have nine directors. Shee Atiká’s Board of Directors believes that a reduction in the number of directors from the present nine to seven is in the best interest of SAI and its shareholders by reducing corporate costs. This would mean that there will be fewer board members to interact with shareholders and Board decision will be made by two fewer persons. Under the proposal, directors will continue to serve three-year terms once elected, but the Bylaws will be amended to allow a reduction of directors from nine to seven. This will be accomplished by electing two directors (and not three) at both the 2018 and 2019 annual meetings.
When voting on Shareholder Resolution 2017-01, you have the same number of votes as the number of shares of SAI voting stock that you own. All of your SAI voting shares must either be voted “YES” or “NO”, you cannot split your vote by voting some shares “YES” and some shares “NO”.
To be approved, this resolution must receive a “YES” vote of a majority of Shee Atiká’s voting shares. Because there are 180,071 shares of Shee Atiká voting stock of record for the 2017 Annual Meeting, at least 90,035.51 shares will have to vote in favor of Shareholder Resolution 2017-01 to pass.
The voting on this resolution is separate from the other items to be voted on at the 2017 Annual Meeting on (i) Director elections and (ii) Shareholder Resolution 2017-02, which authorizes an amendment to Shee Atiká’s Articles of Incorporation to reduce the quorum for future shareholder meetings to one-third of the shares eligible to vote.
Please note that regardless of whether the shareholders vote to reduce the number of Directors to seven, three directors will still be elected at the 2017 Annual Meeting with each serving three year terms.