It'll make it easier make big decisions, like selling the company or
any of its major operating units to the private pirates like Lou's
boys at Carlyle. The best way to hide any "issues" is to sell and go
private.

The fix is in. The senior management will make millions and be free
of the liability hanging over their heads.

The big item to sell next is IGS.


--- In ibmpension@yahoogroups.com, chz_whiz <no_reply@...> wrote:
>
>
> I read it as they're trying to say it now takes a supermajority
> (approval of two-thirds of all outstanding shares entitled to vote)
> to approve an extraordinary transaction such as dissolving the
> company or becoming a subsidiary of another company. They want to
> make approval easier by only requiring a simple majority of all
> outstanding shares entitled to vote.
>
> Why would they want to make these extraordinary transactions easier
> to accomplish?
>
>
> --- In ibmpension@yahoogroups.com, "Don Shuper" <donwshuper@>
> wrote:
> >
> > Just a **guess** This is a way to duck the real issue the
> shareholders have been pounding on .. nomination and election of
> Directors - which is not statutory.
> >
> > Note the use of the word 'statutory' - it does not cover
> the 'other' voting rules the company may have adopted regarding
> > 1) changes in by laws for example
> > 2) changes in voting for directors or how a non-good ole boy must
> be nominated . . .
> > 3) changes in voting for directors e.g plurality
> >
> > These may be valid 'company' rules but which are not
statutory ....
> >
> > how to find out - ask for a copy of the corporation charter, etc
> e.g the 'governing documents'
> >
> > Document don
> > +++++
> > --- justa_bean_counter wrote:
> > > Will someone explain this to me?
> > >
> > > Form 8-K for INTERNATIONAL BUSINESS MACHINES CORP, Dec-2006
> > >
> > > Item 8.01. Other Events.
> > > The Company will be asking IBM stockholders to approve
amendments
> to
> > > our Certificate of Incorporation at our 2007 Annual Meeting that
> > > will lower all statutory supermajority voting thresholds now
> > > applicable to the Company under the New York Business
Corporation
> > > Law.
> > > Under existing statutory voting provisions now applicable to the
> > > Company, the approval of two-thirds of all outstanding shares
> > > entitled to vote are presently required to effect each of the
> > > following extraordinary transactions:
> > >
> > > † a plan to merge IBM into another company or to consolidate our
> > > Company with another company;
> > >
> > > † to dispose of all or substantially all of our assets outside
the
> > > ordinary course of business;
> > >
> > > † to effect a share exchange under which IBM would become a
> > > subsidiary of another company and its stock exchanged for the
> stock
> > > of that other company (IBM's new parent); or
> > >
> > > † to dissolve.
> > >
> > > IBM has never sought to undertake any of these extraordinary
> > > actions, and does not anticipate doing so.
> > > However, as a result of the vote at the Company's 2006 annual
> > > meeting on a stockholder proposal that asked IBM to lower all
> > > supermajority voting provisions and other considerations, the
> Board
> > > will recommend to IBM stockholders in the Company's 2007 proxy
> > > statement that stockholders vote to approve four (4) separate
> > > management proposals.
> > > Approval of these proposals will implement the stockholder
> proposal
> > > in a manner consistent with New York State law.
> > > The four proposals, if approved, would add new provisions to the
> > > Company's Certificate of Incorporation, lowering the existing
> > > statutory supermajority voting provisions on the four matters
> listed
> > > above to the lowest possible voting threshold; that is, a
majority
> > > of all outstanding shares entitled to vote on each matter.
> > > There are no other statutory supermajority voting provisions now
> > > applicable to the Company that can be lowered.
> > > Full details relating to the amendments the Company will be
> > > recommending to stockholders will be set forth in the Company's
> 2007
> > > Definitive Proxy Statement, which is presently scheduled to be
> filed
> > > with the U.S. Securities and Exchange Commission in early March
> > > 2007.
> > >
> > > http://biz.yahoo.com/e/061211/ibm8-k.html
> > >
> >
>