EMC
If the merger agreement is approved by the requisite vote of the EMC shareholders and the merger is completed, EMC will become a wholly owned subsidiary of Denali and, consequently, will not hold an annual meeting of its stockholders in 2017. EMC shareholders will be entitled to participate, as shareholders of Denali following the merger, in the next annual meeting of shareholders of Denali.
If the merger agreement is not approved by the requisite vote of the EMC shareholders or if the merger is not completed for any reason, EMC will hold an annual meeting of its shareholders in 2017.
Pursuant to Rule 14a-8 under the Exchange Act, referred to as Rule 14a-8, shareholder proposals submitted for inclusion in EMC’s proxy statement and proxy card for the next annual meeting would have to be received at EMC’s principal executive offices no later than December 2, 2016 if the next annual meeting were held on or near May 12, 2017. In the event that EMC elects to hold the next annual meeting more than 30 days before or after May 12, 2017, such shareholder proposals would have to be received by EMC a reasonable time before EMC began to print and send its proxy materials. Shareholder nominations of directors are not shareholder proposals within the meaning of Rule 14a-8 and are therefore not eligible for inclusion in EMC’s proxy statement pursuant to Rule 14a-8.
Under the EMC bylaws, shareholders who wish to present proposals for action, or to nominate directors (other than proposals to be included in EMC’s proxy statement and form of proxy card pursuant to Rule 14a-8), at the next annual meeting of shareholders of EMC, if any, must give written notice to the Secretary of EMC at the address set forth below in accordance with the provisions of the EMC bylaws. The EMC bylaws currently require that such notice be given not more than 125 days, nor less than 95 days, prior to the first anniversary of EMC’s 2016 annual meeting of shareholders (i.e., no earlier than January 7, 2017 and no later than February 6, 2017). If, however, EMC advances the date of the next annual meeting by more than 30 days before or delays such date by more than 30 days after the first anniversary of EMC’s 2016 annual meeting of stockholders, notice by the shareholder must be given not later than the close of business on the tenth day
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following the day on which notice of the date of such meeting was mailed or public disclosure of the date of such meeting was made, whichever first occurs. Shareholder notices must contain the information required by the EMC bylaws. If any other business should properly come before the annual meeting as directed by the EMC board of directors, the proxy holders shall have discretionary authority to vote all such proxies as they shall decide, to the extent permitted by Rule 14a-4(c) under the Exchange Act.
All shareholder proposals and director nominations must be addressed to the attention of EMC’s Secretary at 176 South Street, Hopkinton, Massachusetts 01748. The Chairman of the annual meeting of shareholders may refuse to acknowledge the introduction of any shareholder proposal or director nomination not made in compliance with the foregoing procedures. A copy of the full text of the bylaw provisions discussed above may be obtained by writing to the Secretary or Assistant Secretary of EMC at 176 South Street, Hopkinton, MA 01748.
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