Gavia to Vote on Board Reshuffle at November Extraordinary Shareholders’ Meeting Amid Clash With Align
TECHWORLD ·
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Gavia will hold an extraordinary shareholders’ meeting at 11 a.m. on November 5 at Gavia At in Gwacheon, Gyeonggi Province.
The agenda includes amending the articles of incorporation to raise the cap on board seats from 5 to 7 and appointing new directors.
The vote includes candidates recommended by Align Partners Asset Management and candidates proposed by the company, while Gavia and Align are also pursuing legal action over procedural legality.
Gavia will hold an extraordinary shareholders’ meeting on November 5. The meeting will center on expanding the board and electing new directors. The agenda includes increasing the number of board seats and appointing new directors. Gavia will hold the meeting at 11 a.m. at Gavia At in Gwacheon, Gyeonggi Province.
The meeting had originally been scheduled for October 8. However, the date was changed because of additional vetting of candidates following the resignation of an independent director. The record date for exercising voting rights, however, remained September 14. The proposed amendments to the articles of incorporation include raising the cap on board seats from 5 to 7.
The director appointment agenda includes independent directors Kwon Jun-ho and Jo Seong-mun, recommended by Align Partners Asset Management, as well as inside director Eom Tae-hyeon. It also includes independent director Kang Jeong-su, proposed by Gavia’s board. If the proposals put forward by Align Partners Asset Management are approved, Align-recommended figures could become the majority on the board. As a result, the clash over board composition between the two sides is the key issue in this vote.
Gavia’s method for appointing candidates is to vote on some proposals together, select the one with the most votes, and then add the remaining candidates depending on whether the board size is expanded. The proposals to appoint Kwon Jun-ho and Kang Jeong-su will be put forward together and voted on at the same time, with the proposal receiving the most votes being adopted. The proposals to appoint Jo Seong-mun and Eom Tae-hyeon will be brought forward within the range of additional appointments allowed by changes to the articles of incorporation.
Gavia’s board currently has 4 members. Board members are co-CEOs Kim Hong-guk and Won Jong-hong, independent director Park Hoon, and non-executive director Jeon Byeong-su. Independent director Choi Se-young was appointed in March on Align’s recommendation, but resigned on September 17 for personal reasons.
If the proposal to expand the board passes and all 3 Align-recommended candidates are appointed, Align-recommended figures will make up 4 of the 7 total directors. That 4 includes existing director Jeon Byeong-su. On the other hand, if the expansion proposal is rejected and the company’s candidate Kang Jeong-su is appointed, the board will consist of 5 members, and in that case only director Jeon Byeong-su among Align-recommended figures will remain.
Based on this structure, Align set out its position in the reference materials for proxy solicitation. Align argued that expanding the board is necessary to preserve board independence and protect the interests of all shareholders, and that its proposed candidates should also be appointed. Align then asked shareholders to vote in favor of the shareholder proposals and against the company’s proposals.
Gavia and Align are continuing legal action over the procedures for the shareholders’ meeting. Gavia and Align have each asked the court to appoint an inspector to review the legality of the meeting’s convocation and voting procedures. Align has also sought an injunction to prohibit voting rights from being exercised over 125,000 shares of Gavia stock held by SP Soft.
On the 6th, Gavia amended and disclosed the claims in Align’s request for the appointment of an inspector and the injunction banning the exercise of voting rights to match the changed meeting schedule. The disclosure was a notice of changes to the request itself. It was not a disclosure announcing whether the court granted the requests.
The electronic voting period for the extraordinary shareholders’ meeting runs from 9 a.m. on October 26 to 5 p.m. on November 4. Shareholders will vote on the proposal to expand the number of board seats and on the director appointment proposals. The results of this vote will determine the future composition of the board.
Source: TECHWORLD · Kim Seung-gi
Original: https://www.epnc.co.kr/news/articleView.html?idxno=407980
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Source: TECHWORLD
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