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Recent Schedule 14N Filings

by   |   February 27, 2017

GAMCO Asset Management Inc. made the news when it became the first to submit a Schedule 14N announcing a nominee for National Fuel Gas’ board of directors using a proxy access by-law. The nomination was rejected by National Fuel Gas and GAMCO withdrew the nomination.

Kanen Wealth Management LLC filed a Schedule 14N with respect to the nomination of directors for MagicJack VocalTec, Ltd., which was subsequently withdrawn upon settlement.  However, this Schedule 14N was also filed by Paul M. Posner.  MagicJack is organized under the laws of the State of Israel. An interesting preliminary proxy has been filed with the ability to vote for two competing slates of directors.  The proxy right appears to arise under Israeli law.  The preliminary proxy states “On February 2, 2017, the Company filed a revised preliminary version of this Proxy Statement which included the Carnegie Nominees, as required by the filing of the Carnegie Schedule 14N and Israeli law.”

Marcel de Groot and Michael Richard Hammersley also filed a Schedule 14N nominating directors for Paragon Offshore, plc. Paragraph 68 et seq of Paragon’s articles of association describes the right to nominate a director, but it may be unclear if it is just an advance notice provision or a proxy access right.  But the Schedule 14N states “The nomination of the Nominees is to be made on the Issuers proxy materials pursuant to the Issuers proxy access procedures set forth in its By-Laws (the Bylaws).”

Barry Honig, GRQ Consultants, Inc. 401(K) and GRQ Consultants, Inc. Roth 401(K) F/ B/O Barry Honig filed a Schedule 14N nominating John O’Rourke and Michael Galloro as directors of Bioptix, Inc. Bioptix subsequently appointed Mr. O’Rourke and another individual as directors following the resignation of three directors.  Apparently Mr. Honig had commenced a legal action in a Colorado state court to compel the company to hold a special meeting of shareholders to remove the three resigning directors and to elect three nominees proposed by Mr. Honig.  How proxy access fit into all of this is not clear to me.