Kana Software, who’s largest shareholder cried foul after the company announced on June 17 that it would hold its annual meeting four weeks later on July 15 thereby depriving the investor of a chance to nominate its own director to Kana’s board, evidently had second thoughts.
In a press release dated June 25 but not filed with the Securities and Exchange Commission until today, Kana said it would move the meeting date to Dec. 1 at 10 a.m. The company also spelled out that the new deadline for submitting stockholder proposals for the meeting’s agenda is “on or before Aug. 3.”
That should give KVO Capital Management, a New Hampshire investment firm that holds 3.35 million shares, or 8.1 percent, sufficient time to nominate a candidate to challenge the only incumbent member of the board of directors standing for reelection at this year’s meeting.
The investor filed a complaint against Kana on June 22 in the Court of Chancery in Delaware , where Kana is incorporated, seeking to have the July 15 meeting postponed “until the stockholders have had an opportunity to nominate directors in accordance with the company’s bylaws.”
When KVO first notified the SEC in November that it controlled a greater-than 5 percent stake in Kana, the investor told the company’s board it “would be well served to consider significant changes in business strategy and corporate governance,” including selling the company and cutting expenses “immediately.”
In its filing with the SEC today, Kana cautioned that the “submission of a stockholder proposal does not guarantee that it will be included” in the company’s statement. “There are additional requirements regarding stockholder proposals,” the company warned, referring any stockholder contemplating submitting a proposal to the SEC’s Rule 14a-8.
For those in search of loopholes, or how to avoid them, get out your No-Doze. The SEC’s summation of its final rule on the topic runs to more than 18,000 words.